DOCUMENTS 


RELATING    TO 


THE  FORMATION 


OF    THE 


CHICAGO  AND  NORTH  WESTERN 


RAILWAY  COMPANY. 


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JOHN    W.    A  HER  MAN,    PRINTER, 
No.  47  CEDAII  STREET. 

1860/ 


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ILLINOIS  HISTORICAL  SURVEV 


DOCUMENTS 


RELATING   TO 


THE  FORMATION 


OF   THE 


CHICAGO  AND  NORTH  WESTERN 


RAILWAY   COMPANY. 


JOHN    W.    A  .MERMAN,    PRINTER 
No.  47  CEDAII  STREET. 

1860. 


DOCUMENTS. 


AN    ACT 

TO  AUTHORIZE  THE  BALE  OF  THE  CHICAGO,  ST.  PAUL  AND  FOND  DU 
LAC  KAIL-ROAD,  AND  TO  ENABLE  THE  PURCHASERS  THEREOF  TO 
FORM  AS  A  CORPORATION. 

[Passed  February  19,  1859.] 

SECTION  1.  Be  it  enacted  ~by  the  People  of  the  State  of  Il- 
linois, represented  in  the  General  Assembly,  That  if  any 
mortgage  or  deed  of  trust,  heretofore  or  hereafter  executed 
by  the  Chicago,  St.  Paul  and  Fond  du  Lac  Kail-Road  Com- 
pany, a  corporation  existing  under  and  by  virtue  of  the  laws 
of  this  State,  shall  be  foreclosed  either  by  bill  in  chancery  or 
by  publication  of  notice  in  the  manner  prescribed  in  such 
mortgage  or  deed  of  trust,-  and  there  shall  be  a  sale  of  said 
Chicago,  St.  Paul  and  Fond  du  Lac  Rail-Road,  or  any 
part  of  it,  on  or  by  virtue  of  any  trust  deed,  or  on  fore- 
closure of  any  mortgage  thereupon,  the  party  or  parties 
acquiring  title  under  any  such  sale,  and  their  associates, 
successors  or  assigns,  shall  have  and  acquire  thereby,  and 
shall  exercise  and  enjoy  thereafter,  all  and  the  same  rights, 
privileges,  grants,  franchises,  immunities  and  advantages 
in  and  by  said  mortgage  or  trust  deed  enumerated  and 
conveyed  which  belonged  to  and  were  enjoyed  by  the  said 
Chicago,  St.  Paul  and  Fond  du  Lac  Rail-Road  Company,  as 
fully  and  absolutely  in  all  respects  as  the  Chicago,  St.  raul 
and  Fond  du  Lac  Rail-Road  Company,  its  corporators,  share- 
holders, officers  and  agents  might  or  could  have  done  there- 
tofore had  not  such  sale  or  foreclosure  taken  place.  Such 
purchaser  or  purchasers,  their  associates,  successors  or  assigns, 
may  proceed  to  organize  anew  and  elect  directors,  distribute 
and  dispose  of  stock,  take  the  same  or  another  name,  and 
may  conduct  their  business  generally  under  and  in  the  man- 
ner provided  in  the  charter  and  rights  of  said  Chicago,  St. 
Paul  and  Fond  du  Lac  Rail-Road  Company,  under  and  by 
virtue  of  its  consolidations  with  other  rail-road  companies, 
and  generally  to  do  and  perform  all  things  said  Chicago,  St. 


Paul  and  Fond  du  Lac  Rail-Road  Company  might  do  under 
and  by  virtue  of  any  laws  of  this  or  any  other  State  through 
which  the  line  of  said  company's  road  runs  or  is  located,  or 
under  the  chartered  privileges  or  rights  acquired  by  charters 
of  and  consolidations  with  other  rail-road  companies  in  such 
other  States,  with  such  variations  in  manner  and  form  of  or- 
ganization as  their  altered  circumstances  and  better  con- 
veniences may  seem  to  require. 

SEC.  2.  Said  new  corporation,  when  so  organized,  shall  have 
full  power  to  mortgage,  lease  or  pledge  their  said  road,  or 
any  portion  of  the  same,  and  any  other  estate,  real,  personal 
or  mixed,  of  which  they  may  be  seised  at  the  time  of  or 
which  they  may  acquire  after  the  execution  of  such  mortgage, 
deed  of  trust  or  other  instrument  in  writing  to  'secure  any 
bonds  or  indebtedness  or  evidence  of  indebtedness  of  said 
corporation  so  created  as  aforesaid,  or  to  pay  for  the  whole 
or  any  part  of  the  purchase  money  or  cost  of  said  road  at 
the  sale  thereof  to  the  purchasers  thereof,  their  associates, 
successors  or  assigns,  or  to  pay,  fund  or  liquidate  any  existing 
liabilities  or  indebtedness  of  said  Chicago,  St.  Paul  and  Fond 
du  Lac  Rail-Road  Company,  which  said  purchasers,  their  as- 
sociates, successors  or  assigns,  may  agree  or  elect  to  assume 
and  provide  for. 

SEC.  3.  Said  corporation  is  hereby  authorized  and  fully  em- 
powered, in  its  corporate  capacity,  to  borrow  any  sum  or  sums 
of  money  from  any  person  or  persons,  corporation  or  body  poli- 
tic of  any  kind,  and  for  any  rate  of  interest  which  may  be  agreed 
upon  by  and  between  said  company  and  the  party  to  whom 
such  money  may  be  obtained,  and  to  make,  execute  and  de- 
liver, in  or  out  of  this  State,  all  necessary  writings,  notes, 
bonds,  bills,  mortgages,  deeds  of  trust  and  all  other  papers 
or  securities  in  amount  or  kind  as  may  be  deemed  expedient 
by  said  corporation  in  consideration  of  any  such  loan,  or  in 
discharge  of  any  liability  they  may  incur  in  the  purchase, 
construction,  repair,  equipment  or  operation  of  said  road,  or 
in  any  of  the  transactions  of  said  company.  And  said  com- 
pany is  hereby  authorized,  in  its  corporate  capacity,  to  make, 
execute,  issue  and  deliver  its  bonds  or  obligations  in  such 
amounts  as  the  directors  of  said  company  shall  deem  for  the 
best  interests  of  said  company,  and  the  directors  of  said  com- 
pany shall  prescribe  the  sum  or  sums  for  which  each  of  said 
bonds  shall  be  issued,  and  the  time  or  times  and  place  or 
places  when  and  where  the  principal  and  interest  of  the 
same  shall  be  payable,  the  rate  of  interest  which  said  bonds 
shall  bear,  and  the  manner  and  form  in  which  the  same,  and 


the  interest  coupons  annexed  to  the  same,  shall  be  executed ; 
and  to  secure  the  payment  of  any  and  all  of  said  bonds,  the 
said  company  is  hereby  authorized  and  empowered,  in  its 
corporate  capacity,  to  make,  execute  and  deliver  a  mortgage 
or  mortgages,  or  deed  or  deeds  of  trust  upon  the  whole  or 
any  part  of  said  rail-road,  constructed  or  not  constructed,  and 
authorized  to  be  purchased  by  this  act,  and  upon  any  other 
and  all  of  its  estate,  real,  personal  or  mixed,  in  possession  or 
expectancy ;  and  the  said  company  is  hereby  authorized  and 
empowered,  in  and  by  such  mortgage  or  deed  of  trust,  to 
confer  upon  the  mortgagee  or  trustee  full  and  ample  power 
to  enter  into  and  upon  and  take  possession  of,  have,  use  and 
enjoy,  or  sell  or  dispose  of  the  whole  or  any  part  of  said 
rail-road  or  estate,  real,  personal  or  mixed,  together  with  the 
functions  pertaining  to  said  rail-road,  and  all  other  corporate 
and  other  franchises,  rights  and  privileges  of  the  said  rail- 
road company,  to  take  up  and  remove  any  of  the  track  or 
fixtures  belonging  to  said  rail-road  ;  and  the  directors  of  said 
company  shall  prescribe  all  matters  relating  to  the  form  and 
terms  of  said  mortgage  or  deeds  of  trust,  and  the  manner 
and  mode  for  the  execution  of  the  same,  and  may  provide 
for  the  payment  of  the  principal  and  interest  secured  to  be 
paid  by  such  bonds,  either  by  the  creation  of  a  sinking  fund 
out  of  the  earnings  of  said  rail-road  company,  or  in  any  other 
manner  that  they  may  deem  best  for  the  interest  of  said  com- 
pany ;  and  said  company  may,  by  its  agents  in  or  out  of  the 
State,  sell,  dispose  of,  or  hypothecate  such  bonds  when  so 
issued  as  aforesaid,  at  par  or  at  any  other  price  greater  or 
less  than  par,  and  for  such  sum  or  sums  as  they  may  think 
proper. 

SEO.  4.  And  it  may  be  lawful  for  the  meetings  of  stock- 
holders, directors  or  officers  of  said  company,  when  so  or- 
ganized, to  be  held  within  or  without  this  State,  at  such  time 
and  place  or  places  as  the  by-laws  of  said  company  or  the 
board  of  directors  may  from  time  appoint. 

SEC.  5.  This  act  shall  be  a  public  act  and  shall  be  in  force 
from  and  after  its  passage. 

WM.  R.  MOKKISON, 

Speaker  of  the  House  of  Representatives. 
JOHN  WOOD, 

Speaker  of  the  Senate. 
Approved  February  19,  1859. 

WM.  H.  BISSELL. 


6 

UNITED  STATES  OF  AMERICA,  ) 
State  of  Illinois, 

I,  O.  M.  Hatch,  Secretary  of  State  of  the  State  of  Illinois, 
do  hereby  certify  the  foregoing  to  be  a  true  and 
correct  copy  of  an  enrolled  law  now  on  file  in  my 
[L.  s.]  office.  In  witness  wheref,  I  have  hereunto  set  ray 
hand,  and  caused  the  great  seal  of  State  to  be  af- 
fixed. Done  at  Springfield,  this  21st  day  of  Feb- 
ruary, 1859. 

O.  M.  HATCH,  Secretary. 


AN    ACT 

TO  FACILITATE  AND  AUTHENTICATE  THE  FORMATION  OF  A  CORPO- 
RATION BY  THE  PURCHASERS  OF  THE  CHICAGO,  ST.  PAUL  AND 
FOND  DU  LAC  RAIL-ROAD  COMPANY  I 

[Passed  March  14,  1859.] 

The  People  of  the  State  of  Wisconsin,  represented  in  Senate 
and  Assembly,  do  enact  as  follows : 

SECTION  1.  In  case  the  rail-road  of  the  Chicago,  St.  Paul 
and  Fond  du  Lac  Kail-Road  Company,  or  any  part  of  the 
said  rail-road  lying  within  this  State,  shall,  be  sold  by  virtue 
of  any  mortgage  or  mortgages,  deed  or  deeds  of  trust,  either 
by  foreclosure  or  other  proceedings  in  law  or  equity,  or  by 
advertisement,  in  pursuance  of  a  power  or  authority  in  any 
such  mortgage  or  deed  of  trust  contained,  the  purchaser  or 
purchasers  in  any  such  case,  his  or  their  associates,  succes- 
sors or  assigns,  if  desiring  to  form  a  corporation  under  or  by 
virtue  of  the  laws  of  this  State,  or  of  the  States  of  Illinois  or 
Michigan,  or  of  any  or  all  of  said  States,  may  file  in  the 
office  of  the  Secretary  of  State  of  this  State  a  certificate, 
specifying  the  name  of  the  said  corporation,  the  number  of 
the  directors,  and  the  names  of  the  directors  for  the  first 
year,  as  designated  in  the  said  certificate,  or  as  elected  by 
the  said  purchaser  or  purchasers,  their  successors  or  assigns  ; 
which  certificate  shall  be  signed  by  the  said  purchaser  or 
purchasers,  or  the  survivor  of  them,  or  their  or  his  successors 
or  assigns ;  and  upon  the  filing  of  any  such  certificate,  the 
persons  who  shall  have  signed  the  same  shall  be  a  body 


politic  and  corporate  by  the  name  stated  in  such  certificate  ; 
and  the  said  corporation  shall  possess  all  the  privileges, 
powers,  authorities  and  capacities  acquired  by  the  said  pur- 
chaser or  purchasers,  or  possessed  by  the  Chicago,  St.  Paul 
and  Fond  du  Lac  Rail-Road  Company,  by  virtue  of  any  law 
of  this  State,  or  of  the  States  of  Illinois  or  Michigan ;  and 
shall  likewise  have  power,  by  the  vote  of  a  majority  in  in- 
terest of  the  stockholders  of  the  said  corporation,  and  by 
instruments  in  writing,  to  assume  any  debts  or  liabilities  of 
the  said  Chicago,  St.  Paul  and  Fond  du  Lac  Rail-Road  Com- 
pany, and  secure  the  same  in  the  same  manner  as  the  said 
corporation  might  secure  any  debt  contracted  for  the  com- 
pletion of  said  road,  or  for  any  other  purpose ;  and  shall  also 
nave  power  to  create  and  issue  a  special  stock  to  represent 
its  lands  and  bonds ;  which  stock  shall  be  subject  to  assess- 
ments and  entitled  to  dividends  only  to  such  extent  and  upon 
such  conditions  as  shall  be  fixed  by  the  act  or  agreement  of 
the  corporation  creating  the  said  stock,  and  not  otherwise, 
but  may  be  voted  on  the  same  as  other  stock. 

SEC.  2.  This  act  shall  take  effect  and  be  in  force  from  and 
after  its  passage. 

WM.  P.  LYON, 

Speaker  of  the  Assembly. 

E.  D.  CAMPBELL, 

Lieutenant  Governor  and 
President  of  the  Senate. 

Approved  March  14th,  1859. 

ALEX.  W.  RANDALL. 

STATE  OF  WISCONSIN,  ) 
Secretary's  Office,     j  8I 

The  Secretary  of  State  of  the  State  of  Wisconsin  does 
hereby  certify  that  the  foregoing  act  has  been  compared 
with  the  original  enrolled  act  filed  in  this  office,  and  that  the 
same  is  a  true  and  correct  copy  thereof,  and  of  the  whole  of 
such  original. 

In  witness  whereof,  I  have  hereunto  set  my  hand,  and 
affixed  the  great  seal  of  the  State,  at  the  capitol  in 
[L.  s.]   Madison,  this  21st  day  of  June,  A.  D.  1859. 

J.  D.  RTJGGLES, 

Ass^t  Secretary  of  State. 


GENERAL  PLAN  OF  RE-ORGANIZATION. 

WHEKEAS  the  CHICAGO,  ST.  PAUL  AND  FOND  Du  LAC  KAIL- 
ROAD  COMPANY  has  become  embarrassed  and  unable  to  com- 
plete its  road,  or  pay  the  interest  on  its  bonds,  secured  by  its 
first  and  second  mortgages : 

AND  WHEREAS  it  is  represented  that  the  Trustees,  under  the 
said  mortgages,  are  about  to  sell  the  said  road  and  its  appur- 
tenances, whereby  the  interests  of  the  unsecured  creditors 
and  stockholders  would  be  divested  and  destroyed  : 

AND  WHEREAS  an  amicable  and  harmonious  adjustment  of 
all  interests  involved  in  the  enterprise,  which,  while  it  shall 
protect  existing  priorities  of  the  bondholders,  shall,  at  the 
same  time,  preserve  other  interests  from  absolute  extinction, 
and  secure  general  co-operation  in  the  completion  of  the 
road,  and  in  promoting  its  business,  is  believed  to  be  for  the 
substantial  and  ultimate  advantage  of  all  parties : 

AND  WHEREAS  a  meeting  of  all  the  various  classes  of  parties  in 
interest,  whether  as  first  or  second  mortgage  bondholders,  cre- 
ditors or  stockholders,  was  held  at  the  Omce  of  the  Company 
in  the  City  of  New- York,  on  the  22d  of  February,  1859,  and 
after  mature  consideration  and  full  discussion,  a  plan  for  the 
purpose  of  carry  ing  out  the  aforesaid  objects  was  unanimously 
adopted,  which  said  plan  is  substantially  as  follows : 

THE  PLAN. 

It  is  proposed  that  the  rail-road,  and  all  the  property  con- 
nected therewith,  shall  be  bought  by  persons  who  shall  be 
agents  of  the  subscribing  bondholders  for  such  purchase,  and 
that  a  corporation  or  corporations  shall  be  organized  under 
the  laws  of  Wisconsin,  Illinois  and  Michigan,  or  under  the 
laws  of  some  of  these  States,  and  the  stock  created  and  se- 
curities made,  of  the  said  corporation  or  corporations,  shall 
be  distributed  in  the  manner  and  on  the  conditions  herein- 
after expressed. 

1st.  Bonds  shall  be  created  to  the  amount  of  four  millions 
five  hundred  thousand  dollars,  in  sums  not  less  than  one 
hundred  dollars,  nor  exceeding  one  thousand  dollars  each  ; 
three  millions  five  hundred  thousand  dollars  of  which  shall 
be  for  substitution  for  the  present  first  mortgage  bonds  and 
coupons,  and  one  million  of  dollars  of  which  shall  be  for  the 
completion  of  the  road,  and  the  discharge  of  special  liens 
upon  the  equipment,  and,  as  far  as  may  be,  on  the  depot 


grounds,  and  for  other  necessary  purposes  in  carrying  out 
the  objects  herein  expressed;  and  at  least  $600,000  of  which 
shall  be  inviolably  appropriated  and  applied  to  the  said  work 
of  construction.  And  the  said  provision  of  one  million  of 
dollars  and  the  aggregate  amount  of  the  bonds,  may  be  en- 
larged by  an,  amount  not  exceeding  one  hundred  thousand 
dollars,  in  case  such  an  increase  shall  prove  necessary  for  the 
said  work  of  construction.  The  three  millions  five  hundred 
thousand  dollars  shall  be  payable  in  New- York  at  twenty- 
five  years  from  the  first  of  August,  1860,  with  interest  from 
the  first  of  August,  I860;  the  one  million  dollars  shall  be 
payable  at  such  times  as  shall  hereafter  be  fixed,  with  inter- 
est from  the  first  of  August,  1859.  The  interest  shall  be 
seven  per  cent,  payable  semi-annually,  in  New- York.  The 
one  million  dollars  shall  be  entitled  to  priority  under  the 
same  mortgage,  and  to  the  benefit  of  a  sinking  fund  to  be 
therein  provided.  The  whole  of  the  said  bonds  shall  be 
secured  by  a  first  mortgage  upon  the  franchises  of  the  cor- 
poration, the  rail-road  from  Chicago  to  a  point  twenty  miles 
north  of  Fond  du  Lac,  or  if  deemed  advisable,  to  Oshkosh, 
and  its  equipment  and  appurtenances,  whether  now  possessed 
or  hereafter  acquired. 

2d.  Bonds  shall  also  be  created  to  the  amount  of  two  millions 
of  dollars,  payable  in  thirty  years  from  November  1st,  1860, 
with  interest  at  six  per  cent,  from  that  date,  to  be  secured 
by  a  second  mortgage  on  the  road  and  property,  before  men- 
tioned. 

3d.  Stock  shall  be  created  to  an  amount  adequate  to  the 
requirements  hereinafter  expressed. 

4th.  A  special  stock  or  optional  stock,  of  two  classes,  to  be 
denominated  Bond  Stock  and  Land  Stock,  to  an  amount  re- 
quired by  the  provisions  hereinafter  contained,  shall  be 
created  as  soon  after  this  agreement  shall  have  gone  into 
operation  as  the  same  can  be  lawfully  and  conveniently 
created ;  which  said  stock  shall  be  inseparably  attached  to 
the  bonds  and  land  certificates,  and  shall  entitle  the  holder 
thereof  to  vote  at  all  meetings  equally  with  other  stock ;  but 
shall  not  entitle  the  holder  to  dividends,  or  be  subject  to 
assessment. 

I.  FIRST  MORTGAGE  BONDHOLDERS. 

Holders  of  the  present  first  mortgage  bonds  of  the  com- 
pany acceding  to  this  plan  and  performing  all  its  conditions, 
shall  be  entitled  to  its  benefits,  viz. : 

1st.  They  shall  subscribe  at  par  for  bonds  (parcel  of  the 


10 

one  million  included  in  the  first  mortgage  to  be  made)  to  an 
amount  equal  to  ten  per  cent,  on  the  par  value  of  the  bonds 
held  by  mem  respectively,  and  pay  the  said  subscription  at 
the  times  and  in  the  manner  to  be  provided  in  pursuance 
hereof. 

2d.  They  shall  surrenderor  assign,  as  they  may  be  required, 
to  persons  designated  for  the  purpose,  the  bonds  so  held 
by  them  and  the  coupons  issued  therewith  and  remaining 
unpaid. 

3.  They  shall  thereupon  become  entitled  to  new  bonds, 
(parcel  of  the  three  millions  five  hundred  thousand  dollars, 
included  in  the  first  mortgage,)  equal  in  par  value  to  the  par 
value  of  the  bonds  and  coupons  so  surrendered  or  assigned, 
except  as  to  fractional  amounts  less  than  the  amount  of  a 
bond  issued,  for  which  scrip  certificates  may  be  given,  not 
bearing  interest  until  aggregated  and  converted  into  bonds. 

4th.  They  shall  also  become  entitled  to  an  amount  of  the 
optional  bond  stock,  whenever  the  same  shall  have  been 
created,  equal  to  fifty  per  cent,  on  the  par  value  of  the  bonds 
subscribed  for,  or  converted  as  aforesaid. 

II.  SECOND  MORTGAGE  OK  LAND  GRANT  BONDHOLDERS. 

Holders  of  the  present  second  mortgage  or  land  grant 
bonds,  acceding  to  this  plan  and  performing  all  its  condi- 
tions, shall  become  entitled  to  its  benefits,  viz. : 

1st.  They  shall  subscribe  at  par  for  bonds  (parcel  of  the 
one  million  included  in  the  first  mortgage  to  be  made)  to  an 
amount  equal  to  ten  per  cent,  on  the  par  value  of  the  bonds 
held  by  them  respectively,  and  pay  the  said  subscriptions  at 
the  times  and  in  the  manner  to  be  provided  in  pursuance 
hereof. 

2d.  They  shall  surrender  or  assign,  as  they  may  be  required, 
to  persons  designated  for  the  purpose,  the  bonds  so  held 
by  them  and  the  coupons  issued  therewith  and  remaining 
unpaid. 

3d.  They  shall  thereupon  become  entitled  to  new  bonds, 
(parcel  of  the  two  millions  of  dollars,)  secured  by  the  second 
mortgage  to  be  made  as  herein  provided,  to  the  extent  of 
sixty-six  and  two-thirds  per  cent,  upon  the  par  value  of  the 
bonds  so  surrendered  or  assigned,  except  as  to  fractional 
amounts  less  than  the  amount  of  a  bond  issued,  for  which 
scrip  certificates  may  be  given,  not  bearing  interest  until 
aggregated  and  converted  into  bonds. 

4th.  They  shall  also  become  entitled,  in  proportion  to  the 
bonds  and  coupons  surrendered  or  assigned  by  them  respect- 


11 

ively,  to  all  the  rights  included  in  the  present  land  errant 
mortgage  in  the  one  hundred  and  fifty-three  thousand  six 
hundred  acres  of  land,  more  or  less,  to  accrue  on  the  com- 
pletion of  the  road  to  a  point  twenty  miles  north  of  Fond  du 
Lac,  and  shall  receive  as  evidence  thereof,  land  stock  certi- 
ficates, not  exceeding  the  nominal  amount  of  $1,800,000, 
containing  provisions  making  the  same  convertible  into  said 
lands,  and  upon  which  the  holders  of  said  stock  may  vote 
until  so  converted,  but  the  same  shall  not  be  assessable  or 
entitled  to  dividends. 

5th.  They  shall  also  be  entitled  to  an  amount  of  optional 
bond  stock,  whenever  the  same  shall  have  been  created, 
equal  to  fifty  per  cent,  of  the  par  value  of  the  bonds  con- 
verted as  aforesaid,  not  exceeding  two  millions  of  dollars  in 
amount. 

III.  GENERAL  OR  UNSECURED  CREDITORS. 

The  general  or  unsecured  creditors,  acceding  to  this  plan 
and  performing  all  its  conditions,  may  be  admitted  to  its 
benefits,  viz. : 

1st.  They  shall  surrender  or  assign,  as  may  be  required, 
to  persons  designated  for  the  purpose,  their  debts  and  all  the 
evidences  thereof. 

2d.  They  shall  be  entitled  to  receive  stock  to  the  amount 
of  seventy-five  per  cent."  of-  the  amount  found  to  be  payable 
to  them  respectively,  including  interest  to  the  day  of  the 
date  hereof;  but  in  all  cases  where  a  debt  shall  have  been 
secured  or  partially  secured  by  collaterals,  the  rule  for  the 
adjustment  shall  be  prescribed  by  the  persons  purchasing 
and  acting  as  agents  of  subscribing  bondholders,  upon  prin- 
ciples which  they  shall  deem  equitable,  and  the  amount  to 
be  allowed,  and  the  terms  of  said  allowance,  shall  be  finally 
determined  by  them. 

IV.  STOCKHOLDERS. 

Shareholders  acceding  to  this  plan  and  performing  all  its 
conditions  may  be  admitted  to  its  benefits  as  follows : 

1st.  They  shall  surrender  or  assign,  as  they  may  be  required, 
to  persons  designated  for  the  purpose,  the  stock  which  they 
respectively  hold. 

2d.  They  shall  be  entitled  to  receive  an  amount  of  the 
stock  of  the  new  corporation  to  be  created,  equal  to  sixty  per 
cent,  of  the  par  value  of  the  stock  now  held  by  them  re- 
spectively; but  this  provision  shall  only  apply  to  bona  fid 
holders  of  stock. 


12 


GENERAL  PROVISIONS. 

1st.  The  times  for  the  performance  of  the  conditions  of  this 
plan  by  the  several  classes  of  first  and  second  mortgage  bond- 
holders, creditors  and  stockholders  shall  be  fixed  by  the  per- 
sons purchasing  and  acting  as  agents  of  subscribing  bond- 
holders as  above  mentioned,  or  by  the  corporation  or  corpora- 
tions which  may  be  formed  in  pursuance  hereof.  On  default 
to  perform  all  the  conditions  of  this  agreement,  all  rights  of 
the  person  so  in  default,  by  virtue  of  this  agreement,  shall 
cease. 

2d.  All  questions  in  respect  to  the  construction  or  effect  of 
any  provision  of  this  plan  shall  be  submitted  to  the  purchas- 
ers or  purchaser  herein  mentioned,  and  their  decision  shall 
be  final  and  conclusive ;  and  they  are  hereby  vested  with 
full  power  to  carry  out  the  provisions  of  this  plan  ;  and  in 
any  case  which  is  unprovided  for  by  this  plan,  to  supply  the 
defect,  and  generally  to  do  all  acts  and  things  necessary  to 
carry  out  the  objects  of  this  plan. 

3d.  All  parties  must  accede  to  this  plan  within  sixty  days 
from  March  1st,  1859,  or  they  will  not  afterwards  become 
entitled  to  its  benefits,  unless  by  the  written  consent  of  the 
said  purchasers  or  purchaser,  except  foreign  bondholders, 
creditors  and  stockholders,  for  whom  they  shall  fix  what  they 
may  deem  to  be  a  further  reasonable  time. 


AGREEMENT 

OF   FIRST   MORTGAGE  BONDHOLDERS    SUBSCRIBING   HERETO. 

Now,  therefore,  each  of  the  persons,  being  a  holder  of  the 
aforesaid  first  mortgage  bonds  and  subscribing  this  instru- 
ment, in  consideration  of  the  mutual  undertakings  herein 
contained,  hereby  agrees  to  and  with  each  and  all  the  other 
persons,  being  also  holders  of  the  said  bonds  and  subscribing 
this  instrument,  that  he,  the  person  so  agreeing,  accepts  of, 
and  consents  to,  the  terms  and  conditions  applying  to  the 
first  mortgage  bonds  of  the  said  Chicago,  St.  Paul  and  Fond  du 
Lac  Rail-Road  Company,  and  the  coupons  thereunto  belong- 
ing, expressed  in  the  aforesaid  plan,  for  and  with  respect  to 
the  bonds  and  coupons  belonging  thereto,  held  by  the  said 
person  so  agreeing,  being  the  number  of  said  bonds  by  the 
said  person  set  opposite  his  name  affixed  hereto  ;  and  that 
he,  the  person  so  agreeing,  will  subscribe  for  bonds  hereafter 
to  be  made  by  the  corporation  or  corporations,  to  be  formed 
by  the  purchaser  or  purchasers,  the  survivor  of  them,  or  his 


or  their  assigns,  being  parcel  of  the  bonds  amounting  in  the 
aggregate  to  one  million  of  dollars,  which  are  to  be  se- 
cured by  the  first  mortgage  to  be  made  by  said  corporation 
or  corporations,  with  the  priorities  in  the  said  plan  mention- 
ed, to  the  extent  of  ten  per  cent,  on  the  par  value  of  the 
present  bonds  by  him  set  opposite  his  name  affixed  hereto  ; 
and  will  pay  the  amount  of  the  said  subscription  to  the  said 
corporation  or  corporations  to  be  formed  as  aforesaid,  or  to 
the  person  or  persons  who  may  be  designated  by  the  said  cor- 
poration or  corporations  for  the  said  purpose,  in  such  instal- 
ments, and  at  such  times  and  places  as  the  said  corporation 
or  corporations  may  prescribe ;  and  will  deliver  and  assign 
the  bonds  of  the  present  mortgage,  by  him  hereto  subscribed, 
to  the  number  by  him  set  opposite  to  his  name  affixed  here- 
unto, with  the  coupons  belonging  thereto,  (being  all  the 
coupons  issued  therewith  and  remaining  unpaid,)  to  such 
person  or  persons  as  may  be  designated  for  that  purpose  by 
the  purchasers  or  purchaser,  or  the  survivor  or  assigns  of  the 
said  purchasers  or  purchaser,  and  at  such  times  and  places 
as  may  be  by  them  appointed,  and  will  accept  in  exchange 
therefor  an  amount  equal  to  the  par  of  the  said  bonds  and 
coupons,  in  the  bonds  to  be  secured  by  the  first  mortgage  to 
be  made  by  the  corporation  or  corporations  to  be  hereafter 
created,  and  being  parcel  of  the  three  and  a  half  millions  in 
the  aforesaid  plan  mentioned. 

And- for  the  considerations  aforesaid,  each  of  the  said  per- 
sons so  subscribing  does  hereby  irrevocably  constitute  and 
appoint  SAMUEL  J.  TILDEN  and  O.  D.  ASHLEY,  and  either  of 
them,  to  be  his  agents  and  attorneys  in  fact,  with  authority 
in  his  name  and  stead  to  attend  any  sale  or  sales  of  the 
Chicago,  St.  Paul  and  Fond  du  Lac  Rail-Road,  or  of  any  part 
of  said  rail-road,  or  of  the  property  appertaining  thereto, 
whenever  and  wherever  the  same  may  be  offered  for  sale,  un- 
der or  by  virtue  of  the  said  first  mortgage  given  to  secure 
the  payment  of  the  bonds  held  by  the  said  subscriber  in  com- 
mon with  other  bonds ;  and  in  their  or  his  discretion  to  bid 
for  and  purchase  in  their  names,  or  the  name  of  either  of 
them,  or  such  other  name  as  they  may  deem  best,  and  by 
themselves  or  their  agents  and  attorneys,  at  the  said  sale  or 
sales,  the  said  Chicago,  St.  Paul  and  Fond  du  Lac  Rail-Road, 
together  with  its  appurtenances,  and  all  and  singular,  the 
property,  rights  and  things  of  every  nature  embraced  in  the 
said  first  mortgage  of  the  said  Chicago,  St.  Paul  and  Fond 
du  Lac  Rail-Road  Company,  bearing  date  on  the  first  day  of 
August,  A.  D.  1855,  or  any  part  of  the  said  rail-road  or  pro- 


perty  ;  provided  always,  and  this  authority  is  upon  the  ex- 
press condition  that  the  said  subscriber  shall  be  interested  in 
the  said  bid  or  bids,  and  purchase  or  purchases,  in  the  same 
proportion  which  the  bonds  held  by  him  and  set  opposite  to 
his  signature  affixed  hereto,  with  the  coupons  belonging 
thereto,  shall  bear  to  the  whole  number  of  bonds  secured  by 
the  said  first  mortgage,  with  the  coupons  belonging  thereto, 
and  that  the  said  subscriber  shall  not  be  made,  nor  in  any 
way  construed  or  held  to  become  liable  for  the  said  bid  or 
bids,  or  the  said  purchase  or  purchases,  to  any  extent  exceed- 
ing the  amount  of  the  bonds  set  opposite  his  name  affixed 
hereto,  and  the  coupons  representing  the  accrued  interest 
thereon  up  to  February  first,  1859. 

And  it  is  hereby  mutually  agreed,  that  each  person  sub- 
scribing hereto  and  holding  the  bonds  so  subscribed,  may 
become  entitled  to  an  interest  in  the  proportion  which  his 
bonds  bear  to  the  whole  number  of  bonds  subscribed,  (on 
furnishing  to  the  said  agents  in  a  manner  satisfactory  to  them, 
and  at  least  thirty  days  before  the  time  appointed  for  the 
said  sale,  funds  to  defray  the  cost  of  such  interest,)  in  that 
portion  of  the  purchase  or  purchases  which  may  be  acquired 
in  consequence  of  any  bondholders  under  the  present  mort- 
gage not  becoming  parties  hereto ;  provided,  that  any  such 
right  shall  be  subject  to  the  option  of  the  purchaser  or  pur- 
chasers, to  allow  any  such  non-subscribing  bondholder  subse- 
quently to  become  a  party  hereto,  on  such  terms  as  to  the  said 
purchasers  or  purchaser  may  seem  expedient ;  and  it  is  fur- 
ther agreed,  that  in  case  any  of  the  parties  hereto  shall  de- 
cline, or  omit  to  accept,  or  to  comply  with  this  provision,  or 
shall  fail  to  fulfil  his  obligations  under  this  agreement,  the 
said  agents  may  hold  the  aforesaid  portion  of  the  purchase 
or  purchases  for  their  own  account  and  benefit ;  and  that  in 
all  cases,  the  parties  acquiring  any  such  interest,  shall  be 
entitled,  in  all  respects,  to  stand  as  to  the  new  securities  to 
be  issued,  in  the  place  of  the  non-subscribing  bondholders, 
to  whose  interest  under  this  agreement  they  may  have  thus 
succeeded. 

And  the  said  agents  and  attorneys,  or  such  of  them  as 
may  become  purchasers  or  purchaser  at  the  sale  or  sales 
aforesaid,  are  hereby  declared  to  possess  and  are  invested 
with  all  the  legal  powers  and  rights  of  purchasers  or  pur- 
chaser, as  will  with  respect  to  any  interest  which  any  party 
hereto  may  be  entitled  to  acquire  in  any  bid  or  bids,  as  with 
respect  to  any  other  interest  therein,  and  shall  have  full 
authority  to  convey  all  the  interests  and  rights  acquired  by 


15 

any  such  bid  or  bids,  purchase  or  purchases,  to  any  corpora- 
tion or  corporations  which  may  be  formed  for  the  purpose  of 
holding  and  operating  the  said  rail-road,  or  any  part  thereof, 
with  such  restrictions,  conditions  and  agreements  from  the 
said  corporation  or  corporations,  as  to  the  said  purchasers  or 
purchaser  may  seem  expedient ;  and  generally  to  do  all  acts 
and  things  for  the  formation  of  the  said  corporation  or  cor- 
porations, and  for  investing  them  when  so  formed  with  the 
rail-road  and  property  acquired  by  any  such  purchase  or 
purchases. 

And  each  of  the  persons  subscribing  hereto  agrees  to  fur- 
nish his  quota  of  the  money  necessary  to  defray  the  expenses 
and  charges  which  may  be  incurred  in  the  said  sales  or  in  the 
creation  of  the  said  corporation  or  corporations,  or  in  the  full 
carrying  out  of  the  agreements  herein  contemplated. 

And  it  is  further  mutually  agreed,  that  this  agreement 
may  be  enforced  as  against  any  party  hereto  by  action 
brought  in  the  name  of  any  person  who  may  be  designated 
by  the  said  purchasers  or  purchaser  for  that  purpose,  or  in 
the  name  of  the  corporation  or  corporations  hereafter  to  be 
created,  as  herein  provided,  and  that  in  case  any  party  hereto 
shall  fail  to  comply  with  all  of  the  conditions  and  provisions 
of  this  agreement,  the  rights  of  such  party,  by  virtue  thereof, 
may,  at  the  option  of  said  purchasers  or  purchaser,  or  of  the 
said  corporation  or  corporations,  be  declared  forfeited,  and 
thereupon  all  interests  of  the  said  party,  under  or  by  virtue 
of  this  agreement,  shall  absolutely  cease. 

IN  WITNESS  WHEREOF,  we  have  hereunto  set  our  hands,  on 
the  16th  day  of  March,  1859,  and  have  affixed  opposite  to 
our  names  the  number  of  bonds  by  us  respectively  subscribed 
hereto  or  to  duplicates  hereof. 


AGEEEMENT 

OF   SECOND   MORTGAGE    LAND   GKANT    BONDHOLDERS    SUBSCRIBING 

HERETO. 

Now,  therefore,  each  of  the  persons,  being  a  holder  of  the 
aforesaid  second  mortgage  land  grant  bonds  and  subscribing 
this  instrument,  in  consideration  of  the  mutual  undertakings 
herein  contained,  hereby  agrees  to  and  with  each  and  all  the 
other  persons,  being  also  holders  of  the  said  bonds  and  sub- 
scribing this  instrument,  that  he,  the  person  so  agreeing,  ac- 
cepts of,  and  consents  to,  the  terms  and  conditions  applying 


10 

to  the  second  mortgage  land  grant  bonds  of  the  said  Chicago, 
St.  Paul  and  Fond  Du  Lac  Rail-Road  Company,  and  the 
coupons  thereunto  belonging,  expressed  in  the  aforesaid  plan, 
for  and  with  respect  to  the  bonds  and  coupons  belonging 
thereto,  held  by  the  said  persons  so  agreeing,  being  the  num- 
ber of  said  bonds  by  the  said  person  set  opposite  his  name 
affixed  hereto,  and  that  he,  the  person  so  agreeing,  will  sub- 
scribe for  bonds  hereafter  to  be  made  by  the  corporation  or 
corporations,  to  be  formed  by  the  purchaser  or  purchasers, 
the  survivor  of  them,  or  his  or  their  assigns,  being  parcel  of 
the  bonds  amounting  in  the  aggregate  to  one  million  of  dol- 
lars, which  are  to  be  secured  by  the  first  mortgage  to  be 
made  by  said  corporation  or  corporations,  with  the  priorities 
in  the  said  plan  mentioned,  to  the  extent  of  ten  per  cent,  on 
the  par  value  of  the  present  bonds  by  him  set  opposite  his 
name  affixed  hereto,  and  will  pay  the  amount  of  the  said 
subscription  to  the  said  corporation  or  corporations  to  be 
formed  as  aforesaid,  or  to  the  person  or  persons  who  may 
be  designated  by  the  said  corporation  or  corporations  for  the 
said  purpose,  in  such  installments,  and  at  such  times  and 
places  as  the  said  corporation  or  corporations  may  prescribe  ; 
and  will  deliver  and  assign  the  bonds  of  the  present  second 
land  grant  mortgage,  by  mm  hereto  subscribed,  to  the  num- 
ber by  him  set  opposite  to  his  name  affixed  hereunto,  with 
the  coupons  belonging  thereto,  (being  all  the  coupons  issued 
therewith,  and  remaining  unpaid,)  to  such  persen  or  persons 
as  may  be  designated  for  that  purpose  by  the  purchasers  or 
purchaser,  or  the  survivor  or  assigns  of  the  said  purchasers 
or  purchaser,  and  at  such  times  and  places  as  may  be  by  them 
appointed,  and  will  accept  in  exchange  therefor  an  amount 
equal  to  sixty-six  and  two-thirds  per  cent,  of  the  par  of  the 
said  bonds,  in  the  bonds  to  be  secured  by  the  second  mort- 
gage to  be  made  by  the  corporation  or  corporations  to  be 
hereafter  created,  and  being  parcel  of  the  two  millions  in  the 
aforesaid  plan  mentioned ;  and  the  balance  of  said  bonds, 
and  the  coupons  by  him  so  as  aforesaid  delivered  and  as- 
signed, in  the  land  scrip  or  stock  to  be  issued  by  the  corpo- 
ration or  corporations  hereafter  to  be  created,  and  being  par- 
cel of  the  one  million  eight  hundred  thousand  in  the  afore- 
said plan  mentioned. 

And  for  the  considerations  aforesaid,  each  of  the  said  per- 
sons so  subscribing  does  hereby  irrevocably  constitute  and 
appoint  SAMUEL  J.  TILDEN  and  O.  D.  ASHLEY  and  either  of 
them,  to  be  his  agents  and  attorneys  in  fact,  with  authority 
in  his  name  and  stead  to  attend  any  sale  or  sales  of  the  Chi- 


•         17  t 

cago,  St.  Paul  and  Fond  du  Lac  Rail-Road,  or  of  any  part 
of  said  rail-road,  or  of  the  property  appertaining  thereto, 
whenever  and  wherever  the  same  may  be  offered  for  sale, 
under  or  by  virtue  of  the  said  second  land  grant  mortgage 
given  to  secure  the  payment  of  the  bonds  held  by  the  said 
subscriber  in  common  with  other  bonds  ;  and  in  their  or  his 
discretion  to  bid  for  and  purchase  in  their  names,  or  the  name 
of  either  of  them,  or  such  other  name  as  they  may  deem 
best,  and  by  themselves  or  their  agents  and  attorneys,  at  the 
said  sale  or  sales,  the  said  Chicago,  St.  Paul  and  Fond  du 
Lac  Rail-Road,  together  with  its  appurtenances,  and  all  and 
singular,  the  property,  rights  and  things  of  every  nature  em- 
braced in  the  said  second  land  grant  mortgage  of  the  said 
Chicago,  St.  Paul  and  Fond  du  Lac  Rail-Road  Company, 
bearing  date  on  the  sixth  day  of  April,  A.  D.  1857,  or  any 
part  of  the  said  rail-road  or  property  ;  provided  always,  and 
this  authority  is  upon  the  express  condition  that  the  said  sub- 
scriber shall  be  interested  in  the  said  bid  or  bids,  and  pur- 
chase or  purchases,  in  the  same  proportion  which  the  bonds 
held  by  him  and  set  opposite  his  signature  affixed  hereto, 
with  the  coupons  belonging  thereto,  shall  bear  to  the  whole 
number  of  bonds  secured  by  the  'said  second  land  grant 
mortgage,  with  the  coupons  belonging  thereto,  and  that  the 
said  subscriber  shall  not  be  made,  nor  in  any  way  construed 
or  held  to  become  liable  for  the  said  bid  or  bids,  or  the  said 
purchase  or  purchases,  to  any  extent  exceeding  the  amount 
of  the  bonds  set  opposite  his  name  affixed  hereto,  and  the 
coupons  representing  the  accrued  interest  thereon  up  to  No- 
vember first,  1860. 

And  it  is  hereby  mutually  agreed,  that  each  person  sub- 
scribing hereto  and  holding  the  bonds  so  subscribed,  may 
become  entitled  to  an  interest  in  the  proportion  which  his 
bonds  bear  to  the  whole  number  of  bonds  subscribed,  (on 
furnishing  to  the  said  agents  in  a  manner  satisfactory  to  them, 
and  at  least  thirty  days  before  the  time  appointed  for  the  said 
sale,  funds  to  defray  the  cost  of  such  interest,)  in  that  portion 
of  the  purchase  or  purchases  which  may  be  acquired  in  con- 
sequence of  any  bondholders  under  the  present  second  or 
land  grant  mortgage  not  becoming  parties  hereto  ;  provided, 
that  any  such  right  shall  be  subject  to  the  option  of  the  pur- 
chaser or  purchasers,  to  allow  any  such  non-subscribing 
bondholder  subsequently  to  become  a  party  hereto,  on  such 
terms  as  to  the  said  purchasers  or  purchaser  may  deem  expe- 
dient ;  and  it  is  further  agreed,  that  in  case  any  of  the  parties 
hereto  shall  decline,  or  omit  to  accept,  or  to  comply  with 

2 


18 

this  provision,  or  shall  fail  to  fnlfil  his  obligations  under  this 
agreement,  the  said  agents  may  hold  the  aforesaid  portion  of 
the  purchase  or  purchases  for  their  own  account  and  benefit ; 
and  that  in  all  cases,  the  parties  acquiring  any  such  interest, 
shall  be  entitled,  in  all  respects,  to  stand  as  to  the  new  secu- 
rities to  be  issued,  in  the  place  of  the  non-subscribing  bond- 
holders, to  whose  interest  under  this  agreement  they  may 
have  thus  succeeded. 

And  the  said  agents  and  attorneys,  or  such  of  them  as  may 
become  purchasers  or  purchaser  at  the  sale  or  sales  aforesaid, 
are  hereby  declared  to  possess  and  are  invested  with  all  the 
legal  powers  and  rights  of  purchasers  or  purchaser,  as  well 
with  respect  to  any  interest  which  any  party  hereto  may  be 
entitled  to  acquire  in  any  bid  or  bids,  as  with  respect  to  any 
other  interest  therein,  and  shall  have  full  authority  to  convey 
all  the  interest  and  rights  acquired  by  any  such  bid  or  bids, 
purchase  or  purchases,  to  any  corporation  or  corporations 
which  may  be  formed  for  the  purpose  of  holding  and  operat- 
ing the  said  rail-road,  or  any  part  thereof,  with  such  restric- 
tions, conditions  and  agreements  from  the  said  corporation  or 
corporations,  as  to  the  said  purchasers  or  purchaser  may  seem 
expedient ;  and  generally  to  do  all  acts  and  things  for  the 
formation  of  the  said  corporation  or  corporations,  and  for  in- 
vesting them  when  so  formed  with  the  rail-road  property 
acquired  by  any  such  purchase  or  purchases. 

And  each  of  the  persons  subscribing  hereto  agrees  to  fur- 
nish his  quota  of  the  money  necessary  to  defray  the  expenses 
and  charges  which  may  be  incurred  in  the  said  sales  or  in  the 
creation  of  the  said  corporation  or  corporations,  or  in  the  full 
carrying  out  of  the  agreements  herein  contemplated. 

And  it  is  further  mutually  agreed,  that  this  agreement  may 
be  enforced  as  against  any  party  hereto  by  action  brought  in 
the  name  of  any  person  who  may  be  designated  by  the  said 
purchasers  or  purchaser  for  that  purpose,  or  in  the  name  of 
the  corporation  or  corporations  hereafter  to  be  created,  as 
herein  provided,  and  that  in  case  any  party  hereto  shall  fail 
to  comply  with  all  of  the  conditions  and  provisions  of  this 
agreement,  the  rights  of  such  party,  by  virtue  thereof,  may, 
at  the  option  of  said  purchasers  or  purchaser,  or  of  the  said 
corporation  or  corporations,  be  declared  forfeited,  and  there- 
upon all  interests  of  the  said  party,  under  or  by  virtue  of 
this  agreement,  shall  absolutely  cease. 

IN  WITNESS  WHEKEOF,  we  have  hereunto  set  our  hands,  on 
the  16th  day  of  March,  1859,  and  have  afiixed  opposite  our 
names  the  number  of  bonds  by  us  respectively  subscribed 
hereto  or  to  duplicates  hereof. 


(Deed  from  James  Winslow  to  Samuel  J.  Tilden  and  Ossian  D.  Ashley.) 

THIS  INDENTURE,  made  the  second- day  of  June,  in 
the  year  of  our  Lord,  one  thousand  eight  hundred  and  fifty- 
nine,  between  James  Winslow,  of  the  City  of  Poughkeep- 
sie,  in  the  County  of  Dutchess  and  State  of  New- York, 
gentleman,  party  of  the  first  part,  and  Samuel  J.  Tilden 
and  Ossian  D.  Ashley,  of  the  City  and  County  and  State 
of  New-York,  parties  of  the  second  part, 

Witnesseth,  that,  whereas  The  Chicago,  St.  Paul  and 
Fond  du  Lac  Rail-Road  Company,  a  corporation  existing 
under  and  by  virtue  of  the  laws  of  the  States  of  Wisconsin 
and  Illinois,  did  heretofore  cause  to  be  made,  executed  and 
delivered  to  the  party  of  the  first  part  hereto*  then  of  the 
City,  County  and  State  of  New- York,  a  certain  deed  of 
trust  or  indenture  of  mortgage  bearing  date  on  the  first 
day  of  August,  one  thousand  eight  hundred  and  fifty-five, 
whereby  the  said  Chicago,  St.  Paul  and  Fond  du  Lac  Rail- 
Road  Company  granted,  bargained,  sold,,  conveyed  and 
transferred,  unto  the  said  party  of  the  first  part  hereto,  and 
to  his  successor  or  successors,  all  and  singular  the  rail-road 
of  the  said  company,  from  Chicago,  in  the  State  of  Illinois, 
via  Woodstock,  to  Janesville,  in  the  State  of  Wisconsin, 
and  thence,  via  Watertown,  to  the  City  of  Fond  du  Lac, 
in  Wisconsin,  together  with  all  the  rights  of  way,  depot 
grounds,  railways,  rails,  bridges,  fences,  stations,  station- 
houses  and  other  buildings,  and  all  the  lands  and  heredita- 
ments by  the  said  company,  then  held  in  their  name,  or 
thereafter  to  be  acquired  in  connection  with  their  said  rail- 
way, or  relating  thereto,  whether  obtained  under  the  rights 
and  privileges  of  their  several  charters,  or  conveyed  to 
them  by  deed ;  and  also  all  the  tolls,  incomes,  rents,  issues 
and  profits,  and  corporate  or  other  franchises  of  the  said 
company,  connected  with  their  said  line  of  railway,  or  re- 
lating thereto ;  and  also  all  the  locomotive  engines,  tenders, 
cars  of  every  kind,  machinery,  machine  shops,  tools,  im- 
plements, wood  and  property  connected  with  the  proper 
equipment,  working,  operating  and  conducting  of  the  said 
road  then  owned,  or  thereafter  to  be  acquired  by  the  said 

2 


10 

company,  for  or  appurtenant  to  the  aforesaid  line  of  road, 
in  substitution  of  those  then  owned,  or  otherwise  ;  all  of 
which  personal  chattels  were,  by  the  said  mortgage,  de- 
clared to  be  fixtures  and  appurtenances  to  be  used  and  sold 
therewith,  and  not  separated  therefrom.  In  trust,  to  have 
and  to  hold  the  same  as  security  for  the  payment  to  the 
holders  of  certain  bonds  to  be  made  and  issued  by  the  said 
Chicago,  St.  Paul  and  Fond  du  Lac  Rail-Road  Company, 
amounting  in  the  aggregate  to  three  millions  of  dollars ; 
each  of  said  bonds  to  be  for  the  sum  of  one  thousand  dol- 
lars, and  to  be  payable  on  the  first  day  of  August,  in  the 
year  one  thous.and  eight  hundred  and  eighty-five,  together 
with  interest  thereon,  at  the  rate  of  seven  per  cent,  per 
annum,  to  be  paid  semi-annually  on  the  first  day  of  Febru- 
ary and  August  in  each  year,  on  presentation  and  surren- 
der of  the  interest  coupons  annexed  thereto,  and  each  of 
said  bonds  to  be  substantially  of  the  form  set  forth  and 
contained  in  the  said  indenture  of  mortgage,  and  to  contain 
a  provision,  that  in  case  of  the  non-payment  of  interest  for 
any  half  year,  when  demanded,  and  the  same  remaining  in 
arrear  for  six  months  thereafter,  the  principal  should  become 
due  and  payable,  on  demand,  from  and  after  the  date  of 
such  default,  with  interest  then  accrued  and  in  arrear. 

And  whereas,  in  and  by  the  said  indenture,  the  said 
company  did  further  covenant  and  agree  to  and  with  the 
said  party  of  the  first  part  hereto,  the  trustee  in  the  said 
indenture  of  mortgage  named,  and  his  successor  or  succes- 
sors in  the  trust  thereby  created,  that  for  the  further  secu- 
rity and  ultimate  redemption  of  the  said  mortgage  bonds 
to  be  issued  by  virtue  of  the  said  mortgage,  they  would 
annually,  on  or  before  the  first  of  December  in  each 
year  thereafter,  beginning  with  the  first  day  of  December, 
one  thousand  eight  hundred  and  fifty-eight,  until  the 
principal  of  said  bonds  was  fully  paid,  set  apart  and 
appropriate  from  the  earnings  of  the  said  road,  for  the  pre- 
ceding twelve  months,  and  deposit  with  the  aforesaid  trus- 
tee, or  his  successor  in  the  trust,  the  just  and  full  sum  of  one 
and  one-fourth  per  cent,  (equal  to  $37,500  on  $3,000,000) 
per  annum,  on  all  outstanding  unconverted  bonds,  secured 
by  said  mortgage,  which,  together  with  the  accumulation 
of  interest  thereon,  would  form  a  capital  sufficient  to  pay 
and  discharge  the  entire  principal  of  all  the  mortgage  bonds 
contemplated  to  be  issued  by  virtue  of  the  several  provi- 


11 

sions  of  said  mortgage,  on  or  before  the  maturity  of  the  said 
bonds ;  the  first  setting  apart  and  appropriation  of  said 
sinking  fund  to  be  made  and  deposited  on  the  first  day  of 
December,  Anno  Domini  one  thousand  eight  hundred  and 
fifty-eight;  the  said  sinking  fund  or  several  sums  of  money 
thus. set  apart  and  appropriated,  with  all  accumulations  of 
interest,  to  be  laid  out  and  invested  by  the  said  trustee;  or 
his  successor,  in  the  manner  provided  in  and  by  said  in- 
denture of  mortgage,  and  applied  to  the  payment  and  re- 
demption of  the  said  bonds  at  the  maturity  thereof. 

And  whereas  it  was  in  and  by  the  said  indenture  further 
provided,  that  if  the  interest  on  any  of  the  said  bonds  so  to 
be  issued  should  not  be  paid  by  the  said  company  when 
the  same  should  fall  due,' and  if  such  interest  should  remain 
in  arrear  for  six  months,  so  that  according  to  the  general 
tenor  of  the  said  bonds  the  principal  thereof  should  become 
demandable,  or  in  case  the  said  company  should  fail,  neg- 
lect or  refuse  to  set  apart,  appropriate  and  deposit  with 
the  said  trustee  or  his  successor  the  said  several  sums  of 
money,  or  any  or  either  of  them,  for  the  purpose  of  a  sink- 
ing fund,  at  the  times  and  in  the  manner  particularly  set 
forth  and  provided  in  the  said  mortgage,  it  should  be  law- 
ful for  the  said  trustee,  the  party  of  the  first  part  hereto, 
and  his  successors  in  the  trust,  upon  the  request  in  writing 
of  bona  fide  holders  of  said  bonds  to  the  aggregate  amount 
of  one  hundred  thousand  dollars,  to  take  possession  of  all 
and  singular  the  said  premises,  property  and  franchises,  so 
conveyed  and  transferred,  or  so  expressed  to  be,  and  to  sell 
the  same  at  public  auction  to  the  highest  bidder,  on  adver- 
tisement specifying  the  time  and  place  of  sale,  published  in 
three  principal  daily  newspapers  printed  in  the  City  of 
New-York,  and  in  one  such  newspaper  printed  in  the  City 
of  Chicago,  and  in  one  newspaper  in  each  of  the  cities  of 
Janesville  and  Fond  du  Lac,  to  be  continued  for  sixty  days 
immediately  preceding  said  sale,  or  for  such  shorter  time, 
not  less  than  twenty  days,  as  the  said  company  might  as- 
sent to,  and  to  execute  a  proper,  full  and  legal  conveyance 
on  the  sale  to  the  purchaser  or  purchasers  thereof. 

And  whereas  the  said  mortgage  was  duly  recorded  in 
the  office  of  the  Register  of  the  several  counties  in  the  States 
of  Wisconsin  and  Illinois  respectively  in  which  the  pro- 
perty described  in  the  said  mortgage  was  situated. 

And  whereas  the  said  Chicago,  Su  Paul  and  Fond  du 


12 

Lac  Rail-Road  Company  did,  after  the  execution  and  de- 
livery of  said  indenture  of  mortgage,  proceed  to  issue  the 
bonds  described  and  provided  for  in  the  said  indenture  of 
mortgage,  to  the  amount  of  three  millions  of  dollars  of  said 
bonds,  each  of  said  bonds  being  in  the  form  and  contain- 
ing the  provisions  specified  in  the  said  indenture  of  «nort- 
ga'ge. 

And  whereas,  after  the  issuing  of  said  bonds  by  said 
company,  default  was  made  in  the  payment  of  the  interest 
which  fell  due  on  certain  of  said  bonds  on  the  first  day  of 
August,  one  thousand  eight  hundred  and  fifty-seven,  and 
of  the  interest  which  fell  due  on  all  said  bonds  on  the  first 
day  of  February,  one  thousand  eight  hundred  and  fifty- 
eight,  and  the  first  day  of  August,  one  thousand  eight  hun- 
dred and  fifty-eight,  and  the  first  day  of  February,  one 
thousand  eight  hundred  and  fifty-nine,  and  the  said  interest 
has  remained  in  arrears  and  wholly  unpaid. 

And  whereas  the  said  company  has  wholly  neglected 
and  failed  to  set  apart,  appropriate  or  deposit  with  the  said 
trustee,  the  party  of  the  first  part  hereto,  any  of  the  several 
sums  of  money  for  the  purposes  of  a  sinking  fund,  required 
in  and  by  the  said  indenture  of  mortgage  to  be  set  apart, 
appropriated  and  deposited  with  the  said  trustee,  whereby 
and  by  reason  whereof  the  entire  principal  of  the  said 
bonds  has  become  due. 

And  whereas  lona  fide  holders  of  the  bonds  secured  by 
the  said  mortgage,  to  the  aggregate  amount  of  more  than 
one  hundred  thousand  dollars,  have  in  writing  requested 
the  said  party  of  the  first  part  hereto,  to  enforce  and  exer- 
cise the  powers  of  entry  and  sale  contained  in  and  conferred 
upon  him  by  the  said  indenture  of  mortgage. 

And  whereas  the  said  party  of  the  first  part  hereto,  upon 
such  request  in  writing,  and  pursuant  to  the  power  and  au- 
thority in  him  vested  under  and  by  virtue  of  the  said  inden- 
ture of  mortgage,  did,  in  the  manner  and  for  the  time  speci- 
fied and  provided  in  and  by  the  said  indenture  of  mortgage, 
advertise  all  and  singular  the  premises,  property  and  fran- 
chises described  in  and  conveyed  to  him  by  the  said  inden- 
ture of  mortgage,  to  be  exposed  for  sale  at  public  auction, 
to  the  highest  bidder,  at  the  Court  House  in  the  City  of 
Janesville,  Rock  County,  in  the  State  of  Wisconsin,  on  the 
second  day  of  June,  one  thousand  eight  hundred  and  fifty- 
nine,  at  twelve  o'clock  at  noon  of  that  day. 


13 

And  whereas  the  said  party  of  the  first  part,  in  his  ca- 
pacity of  trustee  under  said  indenture  of  mortgage,  did,  on 
the  second  day  of  June,  one  thousand  eight  hundred  and 
fifty-nine,  at  twelve  o'clock  at  noon  of  that  day,  being  the 
day  and  hour  specified  in  the  said  advertisement  at  Janes- 
ville  aforesaid,  expose  and  offer  for  sale  at  public  auction, 
all  and  singular  the  aforesaid  premises,  property  and  fran- 
chises, described  in  and  conveyed  to  him  by  the  said  in- 
denture of  mortgage,  at  which  said  sale  the  said  premises, 
property  and  franchises  were  struck  off  to  the  parties  of 
the  second  part  hereto,  for  the  sum  of  two  hundred  thou- 
sand dollars,  that  being  the  highest  sum  bidden  for  the 
same. 

Now  this  indenture  witnesseth,  that  the  said  party  of  the 
first  part  to  these  presents,  in  order  to  carry  into  effect  the 
sale  so  made  by  him  as  trustee  as  aforesaid,  in  consider- 
ation of  the  premises,  and  of  the  sum  of  money  so  bidden 
as  aforesaid,  the  same  being  first  duly  paid  by  the  parties 
of  the  second  part,  the  receipt  whereof  is  hereby  acknow- 
ledged, hath  granted,  bargained  and  sold,  and  by  these 
presents  doth  grant,  bargain,  sell  and  convey  unto  the  said 
parties  of  the  second  part, 

All  the  premises,  property  and  franchises  described  and 
embraced  in  the  said  indenture  of  mortgage,  to  wit,  all  and 
singular  the  rail-road  from  Chicago,  in  the  State  of  Illinois, 
via  Woodstock,  to  Janesville,  in  the  State  of  Wisconsin,  and 
thence,  via  Watertown,  to  the  City  of  Fond  du  Lac,  in  Wis- 
consin, being  part  of  the  rail-road  known  as  the  Chicago, 
St.  Paul  and  Fond  du  Lac  Rail-Road  ;  and  the  portions 
thereof  from  Chicago  to  Janesville,  or  about  ninety-two 
miles,  and  from  Fond  du  Lac  to  the  La  Crosse  Junction, 
or  about  thirty  miles,  being  completed  and  in  operation ; 
and  the  portion  thereof  from  Janesville  to  La  Crosse  June-* 
tion  being  partially  constructed,  together  with  all  the  rights 
of  way,  depot  grounds,  railways,  rails,  bridges,  fences,  sta- 
tions, station-houses  and  other  buildings  ;  and  also  all  the 
lands  and  hereditaments  of  the  said  company,  in  connec- 
tion with  the  said  railway,  or  relating  thereto ;  and  also  all 
the  tolls,  incomes,  rents,  issues  and  profits,  and  corporate 
or  other  franchises  of  the  said  company  connected  with 
said  line  of  railway,  or  relating  thereto ;  and  also  all  the 
locomotive  engines,  tenders,  cars  of  every  kind,  machinery, 
machine-shops,  tools  and  implements,  wood  and  property 


14 

connected  with  the  proper  equipment,  working  and  operat- 
ing and  conducting  of  the  said  road ;  and  also  all  and 
singular  the  property  of  every  name  and  nature,  and  all 
rights,  privileges  and  franchises  conveyed  by  or  embraced 
within  the  said  mortgage  or  deed  of  trust,  it  being  intended 
by  these  presents  to  convey  all  the  property,  rights,  privi- 
leges and  franchises  and  things  whatsoever  which  the  said 
party  of  the  first  part,  as  trustee  under  and  by  virtue  of 
the  said  deed  or  mortgage,  may  lawfully  or  rightfully  sell 
and  convey,  and  no  more  : 

To  have  and  to  hold  the  same,  to  the  said  parties  of  the 
second  part,  as  joint  tenants,  and  not  as  tenants  in  com- 
mon, and  their  assigns,  and  to  the  survivor  of  the  survivor 
of  the  said  parties,  and  to  the  heirs  and  assigns  of  such 
survivor,  to  the  only  proper  use,  benefit  and  behoof  of  them, 
the  said  parties  of  the  second  part,  and  of  the  survivor  of 
the  said  parties,  and  of  the  heirs  and  assigns  of  such  sur- 
vivor forever,  as  fully  and  completely  as  the  said  party  of 
the  first  part,  by  virtue  of  the  indenture  of  mortgage  or 
trust  deed,  holds,  and  by  virtue  of  his  powers  as  trustee, 
under  the  said  indenture,  can  or  could  sell  and  convey  the 
said  premises,  property  and  franchises,  and  not  otherwise. 

In  witness  whereof,  the  said  party  of  the  first  part  has 
hereunto  set  his  hand  and  seal,  the  day  and  year  first  above 
written. 

JAMES  WINSLOW,         [L.  s.] 
Trustee. 

Sealed  and  delivered  in  the  7 
presence  of  ) 

A.  C.  COVENTRY, 
P.  A.  HOYNE. 


STATE  OP  ILLINOIS,  >  ^ 

County  of  Cook,  City  of  Chicago,  } 

Be  it  remembered,  that  on  this  fourth  day  of  June,  in 
the  year  one  thousand  eight  hundred  and  fifty-nine,  before 
me,  Philip  A.  Hoyne,  a  commissioner,  resident  in  the  City 
of  Chicago,  County  of  Cook  and  State  of  Illinois,  duly 
commissioned  and  qualified  by  the  executive  authority  and 
under  the  laws  of  the  State  of  Wisconsin,  to  take  the 


15 

acknowledgment  of  deeds  and  other  instruments  of  writing 
to  be  used  or  recorded  in  the  said  State  of  Wisconsin,  per- 
sonally appeared  James  Winslow,  and  acknowledged  the 
foregoing  conveyance  to  be  his  free  act  and  deed  for  the 
uses  and  purposes  therein  contained,  and  that  he  does  not 
wish  to  retract  the  same  ;  and  I  further  certify,  that  I  know 
the  person  who  made  the  said  acknowledgment  to  be  the 
same  individual  described  in  and  who  executed  the  said 
conveyance. 

In  witness  whereof,  I  have  hereunto  set  my  hand 
[L.  s.]       and  official  seal,  at  Chicago,  in  said  State  and 
County,  the  day  and  year  aforesaid. 

PHILIP  A.  HOYNE, 
A  Commissioner  for  Wisconsin,  in  Illinois, 

STATE  OP  ILLINOIS,  ) 

County  of  Cook,  City  of  Chicago,  ) 

Be  it  remembered,  that  on  this  fourth  day  of  June,  in  the 
year  one  thousand  eight  hundred  and  fifty-nine,  before  me, 
the  subscriber,  a  commissioner  in  and  for  said  State  of  Illi- 
nois, appointed  by  the  Governor  of  the  State  of  Michigan 
to  take  the  acknowledgment  and  proof  of  deeds  and  instru- 
ments of  writing  under  seal,  to  be  used  and  recorded  in  the 
said  State  of  Michigan,  and  to  administer  oaths  and  affir- 
mations, appeared  James  Winslow,  and  acknowledged  that 
he  had  executed  the  foregoing  instrument  of  writing  for  the 
uses  and  purposes  therein  mentioned  ;  and  I  further  certify, 
that  the  person  who  made  the  said  acknowledgment  is 
known  to  me  to  be  the  individual  described  in  and  who 
executed  the  foregoing  instrument. 

In  testimony  whereof,  I  have  hereunto  set  my  hand 
r       -j       and  official  seal,  the  day  and  year  above  written, 
L  '   "J       at  Chicago,  in  the   County  of  Cook  and  State  of 
Illinois. 

PHILIP  A.  HOYNE, 
Commissioner  for  the  State  of 

Michigan,  in  Illinois. 


co 


STATE  OF  ILLINOIS, 
County  of  CooJc,  City  of  Chicago, 

I,  Philip  A.  Hoyne,  a-  Notary  Public  in  and  for  the  City 
of  Chicago,  in  the  County  of  Cook  and  State  of  Illinois,  do 


16 

hereby  certify,  that  James  Winslow,  personally  known  to 
me  as  the  same  person  whose  name  is  subscribed  to  the 
foregoing  instrument  of  writing,  appeared  before  me  this 
day  in  person,  and  acknowledged  that  he  signed,  sealed 
and  delivered  the  said  instrument  of  writing  as  his  free 
and  voluntary  act,  for  the  uses  and  purposes  therein  set 
forth. 

-,      Given  under  my  hand  and  notarial  seal,  this  fourth 
day  of  June,  A.  D.  1859. 

PHILIP  A.  HOTNE, 

Notary  Public. 


17 


(Deed  from  William  A.  Booth  and  James  F.  D.  Lanier  to  Samuel  J.  Tilden  and 
Ossian  D.  Ashley.) 

THIS  INDENTURE,  made  the  second  day  of  June, 
in  the  year  one  thousand  eight  hundred  and  fifty-nine,  be- 
tween William  A.  Booth  and  James  F.  D.  Lanier,  of  the 
City  of  New- York,  in  the  State  of  New-York,  parties  of  the 
first  part,  and  Samuel  J.  Tilden  and  Ossian  D.  Ashley  of 
the  same  city,  parties  of  the  second  part,  witnesseth,  that 
whereas,  the  Chicago,  St.  Paul  and  Fond  du  Lac  Rail- 
Road  Company,  a  corporation  existing  under  and  by  vir- 
tue of  the  laws  of  the  States  of  Wisconsin,  Michigan  and 
Illinois,  did  heretofore  cause  to  be  made,  executed  and  de- 
livered to  the  parties  of  the  first  part  hereto,  and  to  one 
William  B.  Ogden,  a  certain  trust  deed  or  indenture  of 
mortgage  bearing  date  on  the  sixth  day  of  April,  in  the 
year  one  thousand  eight  hundred  and  fifty-seven,  whereby 
the  said  Chicago,  St.  Paul  and  Fond  du  Lac  Rail-Road 
Company  granted,  bargained,  sold,  conveyed  and  trans- 
ferred unto  the  said  William  A.  Booth,  James  F.  D.  La- 
nier and  William  B.  Ogden,  as  joint  tenants,  and  not  as 
tenants  in  common,  and  to  their  survivors  or  successors  in 
the  trust  expressed  in  and  created  by  said  deed  of  trust, 
the  entire  rail-road  of  the  said  company  from  the  City  of 
Chicago  through  the  cities  of  Janesville  and  Fond  du  Lac 
to  Lake  Superior,  with  two  termini  on  said  lake,  one  at  or 
near  Marquette,  or  the  mouth  of  Carp  River,  and  the  other 
at  or  near  Ontonagon,  or  the  mouth  of  the  Ontonagon  River, 
being  the  direct  lines  between  Chicago  and  said  Marquette 
and  Ontonagon,  whether  said  lines  be  called  and  known 
as  the  Main  Trunk  lines,  or  some  of  them  as  branches  to 
the  Main  Trunk  line,  and  all  the  land,  railways,  rails, 
bridges,  fences,  right  of  way,  stations,  depot  grounds,  sta- 
tion houses  and  other  buildings  then  held  and  owned,  or 
which  might  thereafter  be  held  or  owned  by  said  company, 
for  the  purpose  of  constructing,  operating  and  maintaining 
their  said  rail-road,  or  the  accommodation  of  the  business 
thereof;  and  also  all  the  tolls,  income,  rents,  issues,  profits 
and  alienable  franchises  of  the  said  company  connected 


18 

with  their  rail-road  or  relating  thereto  ;  and  also  all  the 
locomotives  or  stationary  engines,  tenders  and  cars  of  every 
kind,  machinery,  machine  shops,  tools  and  implements,  and 
materials  connected  with  or  intended  for  the  construction, 
equipment,  operating  and  conducting  of  said  rail-road,  con- 
veyed or  intended  to  be  conveyed  in  and  by  said  trust 
deed  or  indenture,  then  owned  or  thereafter  to  be  acquired 
by  the  said  company,  all  of  which  were  thereby  declared 
to  be  appurtenances  and  fixtures  of  said  rail-road,  and  to 
be  used  and  sold  therewith,  and  not  separated  therefrom ; 
and  also  all  the  right,  title,  interest,  claim  or  demand  which 
the  said  company  then  had  or  thereafter  should  acquire  in 
or  to  one  million  of  acres  of  public  lands  of  the  United 
States,  situated,  lying  and  being  in  the  States  of  Wisconsin 
and  Michigan,  adjoining  and  adjacent  to  the  above  described 
rail-road  and  branches  between  Fond  du  Lac  and  Lake 
Winnebago,  and  Ontouagon  and  Marquette  on  Lake  Supe- 
rior, as  in  said  indenture  described,  being  parts  and  par- 
cels of  the  lands  which  were  granted  to  the  States  of  Wis- 
consin and  Michigan  by  Acts  of  Congress,  approved  June 
3d,  1856,  and  by  the  said  States  of  Wisconsin  and  Michigan 
granted  to  the  assignees  and  predecessors  of  said  company, 
and  subsequently  by  consolidations  conferred  upon,  assigned 
to  and  confirmed  in  the  said  company  as  in  the  said  indenture 
is  particularly  set  forth  and  described,  in  trust,  to  have  and  to 
hold  the  same  unto  the  said  William  A.  Booth,  James  F.  D. 
Lanier  and  William  B.  Ogden,  asjoint  tenants,  and  not  as  ten- 
ants in  common,  and  their  survivors  or  successors,  as  security 
for  the  payment  of  the  principal  and  interest  of  certain  bonds 
to  be  made  and  issued  by  the  said  Chicago,  St.  Paul  and 
Fond  du  Lac  Rail-Road  Company,  either  in  the  sum  of  one 
thousand  dollars  or  five  hundred  dollars,  in  series  and  par- 
cels from  time  to  time  as  might  be  required  for  the  purpo- 
ses in  said  indenture  specified,  and  amounting  in  the  aggre- 
gate to  the  sum  of  twelve  million  of  dollars,  if  found  neces- 
sary, all  of  said  bonds  to  bear  such  rate  of  interest,  with 
coupons  attached,  as  might  be  from  time  to  time  decided 
upon,  not  to  exceed  the  rate  of  eight  per  cent,  per  annum, 
and  all  to  become  due  to  the  holders  thereof  on  the  first 
day  of  May,  one  thousand  eight  hundred  and  eighty-two, 
and  to  stand  equally  and  ratably  secured  by  the  said  in- 
denture, according  to  their  respective  amounts,  without  any 
preference  in  respect  to  priority  of  date  or  time  of  issue. 


19 

And  whereas,  in  and  by  the  said  indenture  it  was  ex- 
pressly provided  and  declared,  that  if  the  interest  on  the 
bonds  so  to  be  issued  should  not  be  paid  by  the  said  com- 
pany when  the  same  should  fall  due,  and  if  there  should  be 
no  moneys  in  the  hands  of  the  trustees  out  of  which  such 
interest  might  be  paid,  in  accordance  with  the  provisions 
of  the  said  indenture,  and  if  such  interest  should  remain  in 
arrear  for  three  months,  or  if  there  should  be  a  failure  to 
pay  the  principal  of  said  bonds,  or  any  of  them,  or  any 
part  thereof  when  due  and  demandable,  according  to  the 
tenor  and  effect  thereof,  at  any  time  after  such  default,  upon 
the  request  of  the  holders  of  two  hundred  and  fifty  thousand 
dollars  in  amount  of  said  bonds,  the  said  trustees  or  their 
successors,  might  and  should  enter  upon  and  take  possession 
of  and  sell  all  and  singular  the  said  premises,  in  and  by 
the  said  indenture  conveyed  and  transferred,  or  expressed 
or  intended  so  to  be,  or  so  much  or  such  parts  thereof  as 
they  should  deem  necessary  and  proper,  first  giving  notice 
by  advertisement  in  two  daily  newspapers  printed  in  the 
cities  of  Chicago  and  New- York,  to  be  continued  for  four 
months  or  such  shorter  time,  not  less  than  forty  days,  as 
the  said  company  might  by  resolution  of  its  board  of  di- 
rectors assent  to. 

And  whereas  it  was  in  and  by  the  said  indenture  further 
expressly  provided  and  declared,  in  respect  to  all  the  right, 
title,  interest,  claim  or  demand  which  the  said  company 
then  had,  or  thereafter  might  acquire  in  or  to  the  one  mil- 
lion of  acres  of  public  lands  of  the  United  States  herein- 
before referred  to  as  embraced  in  the  said  indenture,  that 
if  there  should  at  any  time  be  a  default  in  the  payment  of 
interest  or  principal  upon  said  bonds,  and  continue  for 
three  months  after  the  same  should  be  due,  the  said  trus- 
tees should  be,  and  they  were,  by  the  said  indenture,  au- 
thorized and  empowered,  in  their  discretion,  to  sell  at  pub- 
lic auction  after  notice  published  for  three  weeks  in  one  or 
more  newspapers  in  New- York,  Chicago  and  Janesville,  so 
much  of  said  lands  as  might  be  necessary  to  pay  and  sa- 
tisfy such  liabilities,  or  that  they  might  proceed  in  the  man- 
ner by  the  said  indenture  authorized  and  provided  in  re- 
spect to  the  other  property  and  franchises  thereby  con- 
veyed. 

And  whereas  the  said  indenture  was  duly  recorded  in 
the  offices  of  the  registers  of  the  several  counties  in  the 


20 

States  of  Wisconsin,  Michigan  and  Illinois,  respectively,  in 
which  the  property  or  lands  described  or  referred  to  in  the 
said  indenture  were  situated. 

And  whereas  the  said  indenture,  and  the  grant  and  con- 
veyance therein  contained,  and  the  lien  thereby  created, 
were  subject  as  to  all  that  part  of  the  rail-road  of  the  said 
company  from  Chicago  to  Fond  du  Lac,  and  its  appurte- 
nances and  franchises,  to  a  prior  lien  of  a  certain  indenture 
of  mortgage  bearing  date  the  first  day  of  August,  one  thou- 
sand eight  hundred  and  fifty-five,  made  and  executed  by  the 
said  company  to  James  Winslow,  trustee,  to  secure  the 
payment  of  the  principal  and  interest  of  certain  bonds 
issued  by  the  said  company,  amounting  in  the  aggregate  to 
three  millions  of  dollars,  and  subject,  as  to  the  right,  title 
and  interest  of  the  said  company,  in  and  to  the  said  one 
million  acres  of  public  lands,  to  the  provisions  and  require- 
ments of  the  before  mentioned  acts  of  Congress  and  the 
said  acts  of  the  legislatures  of  the  States  of  Wisconsin  and 
Michigan,  respectively,  granting  the  said  lands  to  the  as- 
signors and  predecessors  of  the  said  company. 

And  whereas,  after  the  execution  and  delivery  of  the 
said  indenture,  the  said  Chicago,  St.  Paul  and  Fond  du 
Lac  Rail-Road  Company  proceeded  to  issue  the  bonds  in 
and  by  the  said  indenture  provided  for  and  secured  in 
manner  and  form  as  therein  prescribe.d,  to  the  amount  of 
three  millions  of  dollars,  bearing  interest  at  the  rate  of 
eight  per  cent,  per  annum,  payable  semi-annually. 

And  whereas,  after  the  making,  execution  and  delivery 
of  said  indenture,  the  said  William  B.  Ogden,  one  of  the 
trustees  therein  named,  resigned  as  such  trustee,  and  his 
said  resignation  has  taken  effect  pursuant  to  the  terms  and 
provisions  of  the  said  indenture. 

And  whereas  it  was  in  and  by  the  said  indenture  ex- 
pressly provided,  that  any  act  or  thing  thereby  required  to 
be  performed  by  the  trustees  therein  named,  or  their  suc- 
cessors, should  be  valid  and  binding  if  done  or  performed 
by  any  two  of  their  number,  except  the  appointment  of 
agents  or  attorneys  to  convey  lands. 

And  whereas,  after  the  issuing  of  said  bonds  by  the  said 
company,  default  was  made  in  the  payment  of  the  interest 
thereon,  which  fell  due  on  the  first  day  of  November,  one 
thousand  eight  hundred  and  fifty-seven,  and  of  the  interest 
which  fell  due  thereon  on  the  first  day  of  May,  one  thousand 


21 

eight  hundred  and  fifty-eight,  and  of  the  interest  which  fell 
due  thereon  on  the  first  day  of  November  of  the  last  men- 
tioned year,  and  the  said  interest  still  remains  in  arrear 
wholly  due  and  unpaid. 

And  whereas  the  said  parties  hereto  of  the  first  part  did, 
on  the  first  day  of  October,  in  the  year  one  thousand  eight 
hundred  and  fifty-eight,  enter  into  actual  possession  of  the 
said  rail-road,  and  of  all  and  singular  the  property  and 
premises  described  herein,  and  intended  to  be  conveyed 
hereby,  and  have  ever  since  been,  and  at  the  time  of  the 
execution  and  delivery  hereof  are  in  the  actual  possession 
of  the  said  rail-road  property  and  premises. 

And  whereas  bona  fide  holders  of  the  said  bonds,  to  the 
aggregate  amount  of  more  than  two  hundred  and  fifty 
thousand  dollars,  since  default  made  in  the  payment  of  said 
interest,  have,  in  writing,  requested  the  parties  of  the  first 
part  hereto,  the  acting  trustees  under  the  aforesaid  trust 
deed  or  mortgage,  to  enforce  and  exercise  the  power  of  sale 
conferred  upon  the  trustees  in  and  by  the  said  deed  or 
mortgage. 

And  whereas  the  board  of  directors  of  the  said  The  Chi- 
cago, St.  Paul  and  Fond  du  Lac  Rail-Road  Company  did, 
by  resolution,  assent  to  a  sale  of  the  said  rail-road  and  pro- 
perty conveyed  by  the  said  deed  of  trust  or  mortgage  upon 
'  notice  by  advertisement  for  a  shorter  time  than  four  months, 
(but  not  less  than  forty  days,)  as  provided  for  in  and  by 
the  said  deed  of  trust  or  mortgage. 

And  whereas  the  said  parties  of  the  first  part  hereto, 
upon  such  request  in  writing,  and  pursuant  to  the  power 
and  authority  vested  in  them  under  and  by  virtue  of  said 
deed  of  trust  or  mortgage,  did,  in  the  manner  therein  spe- 
cified and  provided,  advertise  all  and  singular  the  premises, 
property  and  franchises  described  in  and  conveyed  to  the 
said  trustees  by  the  said  indenture,  to  be  exposed  for  sale  at 
public  auction  to  the  highest  bidder,  at  the  Court  House  in 
the  City  of  Janesville,  Rock  County,  in  the  State  of  Wiscon- 
sin, on  the  second  day  of  June,  one  thousand  eight  hundred 
and  fifty-nine,  at  one  o'clock  in  the  afternoon  of  that  day. 

And  whereas  the  said  parties  of  the  first  part  hereto,  in 
their  capacity  of  trustees  under  said  deed  of  trust  or  inden- 
ture of  mortgage,  did,  on  the  said  second  day  of  June,  one 
thousand  eight  hundred  and  fifty-nine,  at  one  o'clock  in 
the  afternoon  of  that  day,  being  the  day  and  hour  specified 


22 

in  the  said  advertisement,  at  Janesville  aforesaid,  expose 
and  offer  for  sale  at  public  auction  all  and  singular  the 
aforesaid  premises,  properly  and  franchises  described  in 
and  conveyed  to  the  said  trustees  by  the  said  indenture, 
subject  to  the  prior  lien  in  respect  to  that  part  of  the  rail- 
road of  the  said  company  from  Chicago  to  Fond  du  Lac, 
and  its  appurtenances  and  franchises,  created  by  the  afore- 
said trust  deed  or  indenture  of  mortgage,  to  James  Wins- 
low,  trustee,  and  all  rights,  acquired  by  any  purchaser  or 
purchasers  under  or  by  virtue  of  any  sale  made  by  the  said 
James  Winslow,  trustee,  under  or  in  pursuance  of  the  said 
last  mentioned  trust  deed  or  indenture  ;  at  which  sale  by 
the  said  parties  of  the  first  part  hereto,  all  and  singular  the 
aforesaid  premises,  property  and  franchises  were  struck  off 
to  the  said  parties  of  the  second  part  hereto,  for  the  sum  of 
forty  thousand  dollars,  that  being  the  highest  sum  bidden 
for  the  same. 

Now,  therefore, -this  indenture  further  witnesseth,  that 
the  said  parties  of  the  first  part  to  these  presents,  in  order 
to  carry  into  effect  the  sale  so  made  by  them,  as  trustees 
as  aforesaid,  and  in  consideration  of  the  premises  and  of 
the  sum  of  money  so  bidden  as  aforesaid,  the  same  being 
first  duly  paid  by  the  said  parties  of  the  second  part,  the 
receipt  whereof  is  hereby  acknowledged,  have  granted, 
bargained  and  sold,  and  by  these  presents  do  grant,  bar- 
gain, sell  and  convey  unto  the  said  parties  of  the  second 
part,  the  rail-road  of  the  said  company  from  the  City  of 
Chicago  through  the  cities  of  Janesville  and  Fond  du  Lac 
to  Lake  Superior,  with  two  termini  on  said  lake,  one  at  .or 
near  Marquette,  or  the  mouth  of  Carp  River,  and  the  other 
at  or  near  Ontonagon,  or  the  mouth  of  Ontonagon  River, 
being  the  direct  lines  between  Chicago  and  said  Marquette 
and  Ontonagon,  whether  said  lines  be  called  and  known  as 
the  Main  Trunk  lines,  or  some  of  them  as  branches  to  the 
Main  Trunk  line.  And  all  the  land,  railways,  rails,  bridges, 
fences,  right  of  way,  stations,  depot  grounds,  station  houses 
and  other  buildings  held  or  owned  by  the  said  company, 
for  the  purpose  of  constructing,  operating  and  maintaining 
their  said  rail-road  or  the  accommodation  of  the  business 
thereof,  and  also  all  the  tolls,  income,  rents,  issues,  profits 
and  alienable  franchises  of  the  said  company,  connected 
with  their  rail-road  or  relating  thereto.  And  also  all  the 
locomotives  or  stationary  engines,  tenders  and  cars  of  every 


23 

kind,  machinery,  machine  shops,  tools  and  implements, 
and  materials  connected  with  or  intended  for  the  construc- 
tion or  equipment,  operating  or  conducting  of  said  rail-road, 
conveyed  or  intended  to  be  conveyed  in  and  by  the  said 
deed  of  trust  or  indenture  of  mortgage  to  the  said  trustees, 
or  which,  at  the  time  of  the  execution  of  said  indenture, 
were  owned  or  were  thereafter  acquired  by  the  said  com- 
pany ;  subject,  nevertheless,  as  to  all  that  part  of  the  rail- 
road of  the  said  company  from  Chicago  to  Fond  du  Lac, 
and  its  appurtenances,  property  and  franchises,  to  the  prior 
lien  of  the  aforesaid  indenture  of  mortgage,  made  and  exe- 
cuted by  the  said  company  to  James  Winslow,  trustee,  and 
to  all  rights  and  claims  which  may  have  been  acquired  by 
any  person,  persons  or  corporations  under  or  by  virtue  of 
any  sale,  grant  or  conveyance  made  by  the  said  James 
Winslow,  trustee,  under  or  by  virtue  of  such  indenture  of 
mortgage.  And  also  all  the  right,  title,  interest,  claim  or 
demand  which  the  said  company  may  ha,ve  acquired  in  or 
to  one  million  of  acres  of  public  lands  of  the  United  States, 
situated,  lying  and  being  in  the  States  of  Wisconsin  and 
Michigan,  adjoining  and  adjacent  to  the  above  described 
rail-road  and  branches  between  Fond  du  Lac,  on  Lake 
Winnebago,  and  Ontonagon  and  Marquette,  on  Lake  Supe- 
rior, as  in  said  indenture  made  to  said  trustees  is  described, 
being  parts  and  parcels  of  the  lands  which  were  granted 
to  the  States  of  Wisconsin  and  Michigan  by  the  Acts  of 
Congress  approved  June  3d,  1856,  in  the  said  indenture 
referred  to,  together  with  all  and  singular  the  tenements, 
hereditaments  and  appurtenances  thereunto  belonging,  or 
in  any  wise  appertaining;  subject,  nevertheless,  to  the  pro- 
visions and  requirements  of  the  several  acts  of  Congress 
aforesaid,  and  the  acts  of  the  legislatures  of  the  States  of 
Wisconsin  and  Michigan,  respectively  granting  the  said 
lands  to  the  assignors  and  predecessors  of  the  said  compa- 
ny. And  also  all  and  singular  the  property  of  every  name 
and  nature,  and  all  rights,  privileges  and  franchises  con- 
veyed by  or  embraced  within  the  said  indenture  made  to 
the  said  trustees,  the  said  parties  of  the  first  part,  and  the 
said  William  B.  Ogden  as  aforesaid.  It  being  intended  by 
these  presents  to  convey  all  the  property,  rights,  privileges 
and  franchises,  and  things  whatsoever  which  the  said  par- 
ties of  the  first  part,  as  trustees,  under  and  by  virtue  of  the 
said  last  mentioned  indenture,  may  or  might  lawfully  or 
rightfully  sell  and  convey,  and  no  more. 


24 

To  have  and  to  hold  the  same  to  the  said  parties  of  the 
second  part,  as  joint  tenants  and  not  as  tenants  in  common, 
and  their  assigns,  and  to  the  survivor  of  the  said  parties, 
and  the  heirs  and  assigns  of  such  survivors,  to  and  for  the 
only  proper  use  of  them,  the  said  parties  of  the  second  part, 
and  their  assigns,  and  of  the  survivor  of  the  said  parties, 
and  of  the  heirs  and  assigns  of  such  survivor  forever,  as 
fully  and  completely  as  the  said  parties  of  the  first  part,  by 
virtue  of  the  said  indenture  made  to  them  and  the  said 
William  B.  Ogden  as  aforesaid,  hold,  and  of  their  powers 
as  trustees  under  the  same  can  or  could  sell  and  convey 
the  said  premises,  property  and  franchises,  and  not  other- 
wise. 

In  witness  whereof,  the  said  parties  of  the  first  part  here- 
to have  hereunto  set  their  hands  and  seals  the  day  and 
year  first  above  written. 

WM.  A.  BOOTH,  [L.  s.] 

Trustee. 
JAMES  F.  D.  LANIER,     [L.  s.] 

Trustee. 

Sealed  and  delivered  in 
presence  of 

A.  C.  COVENTRY. 
P.  A.  HOYNE. 

STATE  OF  ILLINOIS,          > 
County  of  Cook,  City  of  Chicago,  ) 

Be  it  remembered,  that  on  this  fourth  day  of  June,  in  the 
year  one  thousand  eight  hundred  and  fifty-nine,  before  nae, 
Philip  A,  Hoyne,  a  commissioner,  resident  in  the  City  of 
Chicago,  County  of  Cook  and  State  of  Illinois,  duly  com- 
missioned and  qualified  by  the  executive  authority,  and 
under  the  laws  of  the  State  of  Wisconsin,  to  take  acknow- 
ledgment of  deeds  and  other  instruments  of  writing  to  be 
used  and  recorded  in  the  said  State  of  Wisconsin,  person- 
ally appeared  WILLIAM  A.  BOOTH  and  JAMES  F.  D.  LA- 
NIER, and  severally  acknowledged  the  foregoing  convey- 
ance to  be  their  free  act  and  deed,  for  the  uses  and  pur- 
poses therein  contained,  and  that  they  do  not  wish  to  re- 
tract the  same.  And  I  further  certify  that  I  know  the  per- 
sons who  made  the  said  acknowledgment  to  be  the  same 
individuals  described  in  and  who  executed  the  said  con- 
veyance. 


25 

In  witness  whereof,  I  have  hereunto  set  my  hand 
[L.  s.]      and   official   seal   at   Chicago,  in  said  State  and 
County,  the  day  and  year  aforesaid. 

PHILIP  A.  HOYNE, 
A  Commissioner  for  the  State  of 

Wisconsin,  in  Illinois. 

STATE  OP  ILLINOIS,  > 

County  of  Cook,  City  of  Chicago,  ) 

Be  it  remembered,  that  on  this  fourth  day  of  June,  in 
the  year  one  thousand  eight  hundred  and  fifty-nine,  before 
me,  the  subscriber,  a  commissioner  in  and  for  said  State  of 
Illinois,  appointed  by  the  Governor  of  the  State  of  Michi- 
gan to  take  the  acknowledgment  and  proof  of  deeds  and 
instruments  of  writing  under  seal,  to  be  used  and  recorded 
in  the  said  State  of  Michigan,  and  to  administer  oaths  and 
affirmations,  appeared  WILLIAM  A.  BOOTH  and  JAMES  F. 
D.  LANIER,  and  severally  acknowledged  that  they  had  exe- 
cuted the  foregoing  instrument  of  writing  for  the  uses  and 
purposes  therein  contained.  And  I  further  certify,  that 
the  persons  who  made  the  said  acknowledgment  are  known 
to  me  to  be  the  individuals  described  in  and  who  executed 
the  foregoing  instrument. 

In  testimony  whereof,  I  have  hereunto  set  my  hand 
[L.  s.]       and  official  seal,  the  day  and  year  above  written, 
at  Chicago,  in  the  County  of  Cook  and  State  of 
Illinois. 

PHILIP  A.  HOYNE, 
A  Commissioner  for  the  State  of 

Michigan,  in  Illinois. 

STATE  OP  ILLINOIS, 
Cook  County,  City  of  Chicago, 

I,  PHILIP  A.  HOYNE,  a  Notary  Public  in  and  for  the  City 
of  Chicago,  in  the  County  and  State  aforesaid,  do  hereby 
certify  that  WILLIAM  A.  BOOTH  and  JAMES  F.  D.  LANIER, 
personally  known  to  me  as  the  same  persons  whose  names 
are  subscribed  to  the  annexed  instrument  of  writing,  ap- 
peared before  me  this  day  in  person,  and  acknowledged 
that  they  signed,  sealed  and  delivered  the  said  instrument 
of  writing  as  their  free  and  voluntary  act  for  the  uses  and 
purposes  therein  set  forth. 

Given  under  my  hand  and  notarial  seal,  this  4th  day  of 
June,  A.  D.  1859. 

[L.  s.]      PHILIP  A.  HOYNE. 
3 


26 


(Deed  from  William  B.  Ogden  to  Samuel  J.  Tilden  and  Ossian  D.  Ashley.) 

THIS  INDENTURE,  made  this  second  day  of  June,  in 
the  year  one  thousand  eight  hundred  and  fifty-nine,  be- 
tween WILLIAM  B.  OGDEN,  of  the  City  of  Chicago  in  the 
State  of  Illinois,  of  the  first  part,  and  SAMUEL  J.  TILDEN 
and  OSSIAN  D.  ASHLEY,  of  the  City  and  State  of  New- 
York,  of  the  second  part. 

Whereas  the  said  party  of  the  first  part,  together  with 
William  A.  Booth  and  James  F.  D.  Lanier,  of  the  City  and 
State  of  New- York,  was  a  trustee  under  and  by  virtue  of  a 
trust  deed  or  mortgage,  made  and  delivered  by  the  Chicago, 
St.  Paul  and  Fond  du  Lac  Rail-Road  Company,  bearing 
date  on  the  sixth  day  of  April,  1S57,  and  recorded  in  the 
Recorder's  office  for  Cook  County,  Illinois,  June  6,  1867, 
in  Book  334  of  Deeds,  page  596,  &c. ;  for  Lake  County, 
June  27,  1857,  in  Book  P.  of  Mortgages,  page  605,  &c. ; 
for  McHenry  County,  June  8,  1857,  in  Volume  12  of  Mort- 
gages, page  571,  &c.  ;*and  for  Boone  County,  June  25, 
1857,  in  Book  I.  of  Mortgages,  page  582,  &c. ;  and  in  the 
Register's  office  for  the  County  of  Walworlh  in  the  State 
of  Wisconsin,  June  24,  1857,  in  Volume  19  of  Mortgages, 
page  400,  &c. ;  for  Rock  County,  June  S,  1857,  in  Volume 
4  of  Mortgages,  page  39,  &c. ;  for  Jefferson  County,  June 
9,  1857,  in  Volume  18  of  Mortgages;  for  Dodge  County, 
June  20,  1857,  in  Volume  S.  of  Mortgages,  page  306,  &c. ; 
for  Fond  du  Lac  County,  June  10,  1857,  in  Volume  14  of 
Deeds,  page  200,  &c. ;  for  Winnebago  County,  June  12, 
1857,  in  Book  8  of  Mortgages,  page  1,  &c. ;  for  Outagamie 
County,  June  13,  1857,  in  Volume  3  of  Mortgages,  page 
500,  &c. ;  for  Waupacca  County,  June  30, 1857,  in  Volume 
1  of  Mortgages,  page  234,  &c. ;  for  Brown  County,  June 
13,  1857,  in  Volume  8  of  Mortgages,  page  441,  &c. ;  and 
for  Oconto  County,  June  15,  1857,  in  Volume  A.  of  Mort- 
gages ;  and  in  the  office  of  the  Secretary  of  State  for  the 
State  of  Wisconsin,  May  18,  1857,  in  Book  of  11.  R.  Mort- 
gages, page  178,  &c. ;  in  the  Recorder's  office  for  Mar- 
quette  County,  Michigan,  June  13,  1S57,  in  Book  1  of 
Mortgages,  page  124,  &c.  j  and  for  Ontonagon  County, 


27 

June  11,  1857,  in  Liber  A.  of  Mortgages,  folio  221,  &c., 
which  said  trust  deed  conveyed  to  the  said  trustees  all  and 
singular  the  entire  rail-road  of  the  said  company  and  its 
appurtenances,  and  the  locomotives,  cars,  machinery,  tools 
and  fixtures,  and  also  certain  lands  and  land  grants  given 
and  granted  to  said  company  for  the  construction  of  its  line 
of  road,  and  all  privileges,  franchises  and  rights,  and  the 
other  property  and  things  hereinafter  mentioned,  for  the 
purpose  of  securing  the  payment  of  the  interest  and  prin- 
cipal of  certain  bonds  in  the  said  trust  deed  described. 

And  whereas  it  was  provided  in  and  by  the  said  trust 
deed,  that  any  of  the  said  trustees  might  resign,  to  take 
effect  after  sixty  days'  notice,  in  writing,  shall  have  been 
given  to  the  president  or  secretary  of  said  rail-road  com- 
pany, and  the  said  party  of  the  first  part  did,  on  or  before 
the  thirty-first  day  of  March,  in  the  year  1S59,  in  conform- 
ity to  the  said  provision,  resign  as  such  trustee. 

And  whereas  it  was  further  provided  in  and  by  the  said 
trust  deed,  that  the  powers  of  entry,  sale  and  conveyance 
thereby  granted  to  the  said  trustees,  in  case  of  default  in 
the  said  trust  deed  specified,  might  be  exercised  by  any 
two  of  the  said  trustees,  as  valid  ly  and  effectually  as  if  all 
joined,  and  also  provided  that  in  case  of  a  vacancy  in  the 
number  of  the  said  trustees  by  resignation,  the  remaining 
trustees  should,  while  such  vacancy  continued,  exercise  all 
the  powers  conferred  upon  the  trustees. 

And  whereas,  in  pursuance  of  the  powers  and  authori- 
ties in  and  by  the  said  trust  deed  granted,  the  said  William 
A.  Booth  and  James  F.  D.  Lanier,  the  continuing  trustees, 
did,  on  the  second  day  of  June,  1859,  sell  at  public  auc- 
tion, held  in  the  City  of  Janesville,  in  the  State  of  Wiscon- 
sin, all  and  singular  the  premises,  franchises,  rights  and 
things  in  the  said  trust  deed  described,  unto  the  parties  of 
the  second  part,  and  did  thereupon  execute  and  deliver  to 
the  said  parties  a  conveyance  of  the  same. 

And  whereas  the  said  party  of  the  first  part,  not  having 
released  the  legal  estate  in  the  said  premises,  franchises, 
rights  and  things  to  the  said  continuing  trustees,  has  been 
requested  by  them  to  execute  and  deliver  such  release  di- 
rectly to  the  parties  hereto  of  the  second  part,  as  the  pur- 
chasers and  grantees  from  the  said  continuing  trustees,  as 
well  for  the  purpose  of  attesting  the  fact  of  the  said  resig- 
nation of  the  party  of  the  first  part,  as  for  the  further  as- 


28 

suring  of  the  said  legal  estate  unto  the  said  purchasers  and 
grantees. 

Now,  therefore,  this  indenture  witnesseth,  that  the  said 
party  of  the  first  part,  in  consideration  of  .the  premises  and  of 
one  dollar  to  him  in  hand  paid  by  the  said  parties  of  the  sec- 
ond part,  does  grant,  bargain,  sell,  remise,  release  and  con- 
vey unto  the  parties  of  the  second  part  all  the  estate,  right, 
title  and  interest  which  the  said  party  of  the  first  part  has, 
or  might  have,  as  a  trustee,  with  the  said  William  A.  Booth 
and  James  F.D.  Lanier,  under  or  by  virtue  of  the  afore- 
said trust  deed  of  the  said  Chicago,  St.  Paul  and  Fond  du 
Lac  Rail-Road  Company,  hereinbefore  referred  to,  of,  in 
and  to  all  and  singular  the  premises,  lands,  hereditaments, 
franchises,  rights  and  things  in  the  said  trust  deed  men- 
tioned ;  and  all  and  singular  the  premises,  lands,  heredita- 
ments, franchises,  rights  and  things  in  the  aforesaid  convey- 
ance from  the  said  William  A.  Booth  and  James  F.  D.  La- 
nier to  the  parties  of  the"second  part  mentioned,  which  said 
trust  deed  and  which  said  conveyance  are  hereby  referred 
to  for  the  purpose  of  a  fuller  description  of  the  rights  and 
things  intended  to  be  hereby  conveyed. 

To  have  and  to  hold  unto  the  said  parties  of  the  second 
part,  as  joint  tenants,  and  not  as  tenants  in  common,  and 
to  their  assigns,  and  the  survivor  of  the  said  parties  of  the 
second  part,  and  the  heirs  and  assigns  of  such  survivor,  to 
and  for  the  proper  use  and  behoof  of  the  said  parties  and 
their  assigns,  and  of  the  survivor  and  the  heirs  and  assigns 
of  such  survivor,  as  fully  and  completely  as  the  said  party 
of  the  first  part  can  or  could,  as  such  trustee,  convey  the 
said  premises,  lands,  hereditaments,  franchises  and  things, 
and  not  otherwise. 

In  witness  whereof,  the  said  party  of  the  first  part  hath 
hereunto  set  his  hand  and  seal,  the  day  and  year  first 
above  written. 

W.  B.  OGDEN.     [L.  s."j 

Signed,  sealed  and  delivered  ) 
in  presence  of  ) 

JAMES  R.  YOUNG, 
FINLEY  J.  WRIGHT. 


29 

UNITED  STATES  OP  AMERICA,  } 

State  of  New-  York,  >  ss. 

City  and  County  of  New- York,   ) 

Be  it  known,  that  on  the  seventh  day  of  October,  in  the 
year  one  thousand  eight  hundred  and  fifty-nine,  before  me, 
the  undersigned,  Edwin  F.  Corey,  Junior,  resident  in  the 
City  of  New- York,  and  a  commissioner  duly  commissioned 
and  qualified  by  the  executive  authority,  and  under  the 
laws  of  the  State  of  Wisconsin,  to  take  the  acknowledg- 
ment of  deeds,  &c.,  to  be  used  or  recorded  therein,  arid  a 
commissioner  duly  commissioned  and  qualified  b}'  the 
executive  authority,  and  under  the  laws  of  the  State  of 
Michigan,  to  take  the  acknowledgment  of  deeds,  &c.,  to  be 
used  or  recorded  therein,  and  a  Public  Notary  in  and  for 
the  State  of  New- York,  by  Letters  Patent,  under  the  Great 
Seal  of  State,  duly  commissioned  and  sworn,  personally 
appeared  William  B.  Ogden,  to  me  personally  known  to  be 
the  real  person  described  in,  and  who  executed  the  fore- 
going instrument  of  writing,  and  acknowledged  that  he 
executed  the  same  as  his  free,  voluntary  act  and  deed,  for 
the  uses  and  purposes  therein  set  forth,  and  did  not  wish 
to  retract  the  same.  And  I  hereby  certify,  that  the  said 
instrument  is  executed  and  acknowledged  according  to  the 
laws  of  the  State  of  New-York. 

In  testimony  whereof,  I  have  hereunto  set  my  hand  and 
affixed  my  seals  of  office,  as  such  Notary  and  Commis- 
sioner, at  my  office,  in  the  City  of  New- York,  the  day  and 
year  first  above  written. 

[L.  s.]  [L.  s.]  EDWIN  F.  COREY,  JU'R, 

Commissioner  for  the  States  of  Wisconsin 
[L.  s.]         and  Michigan,  and  Notary  Public  in 

and  for  the  State  of  New-  York. 


30 


(Deed  from  Chicago,  St.  Paul  and  Fond  du  Lac  Rail-Road  Company  to  Samuel 
J.  Tilden  and  Ossian  D.  Ashley.) 

THIS  INDENTURE,  made  this  thirtieth  day  of  June, 
in  the  year  one  thousand  eight  hundred  and  fifty-nine,  be- 
tween the  CHICAGO,  ST.  PAUL  AND  FOND  DU  LAC  RAIL- 
ROAD COMPANY,  a  corporation  existing  under  and  by  virtue 
of  the  laws  of  the  States  of  Illinois,  Wisconsin  and  Michi- 
gan, of  the  first  part,  and  SAMUEL  J.  TILDEN  and  OSSIAN  D. 
ASHLEY,  of  the  City  and  State  of  New- York,  of  the  second 
part. 

Whereas  the  said  party  of  the  first  part  executed  and 
delivered  to  James  Winslow,  of  the  City  and  State  of  New- 
York,  a  trust  deed  or  mortgage,  bearing  date  on  the  first 
day  of  August,  1855,  and  recorded  in  the  Register's  Office 
for  Cook  County,  Illinois,  August  14,  1855,  in  Book  21  of 
Mortgages,  page  376,  &c. ;  for  Lake  County,  August  15, 
1855,  in  Book  O.,  page  1,  &c. ;  for  McHenry  County, 
August  15,  1855,  in  Book  10,  page  49,  &c. ;  and  for 
Boone  County,  August  16,  1S55,  in  Book  J.,  page  44,  &c. ; 
and  in  the  Register's  Office  for  the  County  of  Walworlh,  in 
the  State  of  Wisconsin,  August  24,  1855,  in  Volume  15  of 
Mortgages,  page  589,  &c. ;  for  Rock  County,  August  16, 
1855,  in  Volume  R.,  page  432,  &c. ;  for  Jefferson  County, 
August  17,  1855,  Volume  13,  page  180,  &c. ;  for  Dodge 
County,  August  22,  1855,  in  Volume  N.,  page  142,  &c. ; 
for  Fond  du  Lac  County,  August  20,  1855,  in  Volume  P., 
page  120,  &c. ;  which  said  trust  deed  conveyed  all  and 
singular  the  rail-road  and  its  appurtenances,  and  the  loco- 
motives, cars,  machinery,  tools  and  fixtures,  and  also  the 
privileges,  franchises  and  rights,  and  the  other  property 
and  things  hereinafter  mentioned,  for  the  purpose  of  secur- 
ing the  payment  of  the  interest  and  principal  of  certain 
bonds  in  the  said  trust  deed  described. 

And  whereas  the  said  party  of  the  first  part  also  exe- 
cuted and  delivered  to  William  A.  Booth  and  James  F.  D. 
Lanier,  of  the  City  of  New-York,  and  William  B.  Ogden, 
of  the  City  of  Chicago,  trustees,  a  trust  deed  or  mortgage, 
bearing  date  on  the  sixth  day  of  April,  1857,  and  recorded  • 
in  the  Recorder's  Office  for  Cook  County,  Illinois,  June 


31 

6th,  1857,  in  Book  134  of  Deeds,  page  596,  &c. ;  for  Lake 
County,  June  27,  1S57,  in  Book  P.  of  Mortgages,  page 
605,  &c.  ;  for  McHenry  County,  June  8,  1857,  in  Volume 
12  of  Mortgages,  page  571,  &c. ;  and  for  Boone  County, 
June  25,  1857,  in  Book  I.  of  Mortgages,  page  582,  &c. ; 
and  in  the  Register's  Office  for  the  County  of  Walworth, 
in  the  State  of  Wisconsin,  June  24,  1857,  in  Volume  19  of 
Mortgages,  page  400,  &c. ;  for  Rock  County,  June  8, 1857, 
in  Volume  4  of  Mortgages,  page  39,  &c. ;  for  Jefferson 
County,  June  9,  1857,  in  Volume  18  of  Mortgages;  for 
Dodge  County,  June  20,  1857,  in  Volume  S.  of  Mortgages, 
page  306,  &c. ;  for  Fond  du  Lac  County,  June  10,  1857, 
in  Volume  14  of  Deeds,  page  200,  &c. ;  for  Winnebago 
County,  June  12,  1857,  in  Book  8  of  Mortgages,  page  1, 
&c. ;  for  Outagamie  County,  June  13,  1857,  in  Volume  3 
of  Mortgages,  page  500,  &c. ;  for  Waupacca  County,  June 
30,  1857,  in  Volume  1  of  Mortgages,  page  234,  &c.  ;  for 
Brown  County,  June  13,  1857,  in  Volume  8  of  Mortgages, 
page  441,  &c. ;  and  for  Oconto  County,  June  15,  1857,  in 
Volume  A.  of  Mortgages  ;  and  in  the  office  of  the  Secretary 
of  State  for  the  State  of  Wisconsin,  May  18,  1857,  in  Book 
of  R.  R.  Mortgages,  page  178,  &c.  ;  in  the  Recorder's 
Office  for  Marquette  County,  Michigan,  June  13,  1857,  in 
Book  1  of  Mortgages,  page  124,  &c. ;  and  for  Ontonagon 
County,  June  11,  1857,  in  Liber  A.  of  Mortgages,  folio 
221,  &c. ;  which  said  trust  deed  conveyed  to  the  said  trus- 
tees all  and  singular  the  entire  rail-road  of  the  said  com- 
pany, and  its  appurtenances,  and  the  locomotives,  cars, 
machinery,  tools  and  fixtures,  and  also  certain  lands  and 
land  grants  given  and  granted  to  said  company  for  the  con- 
struction of  its  line  of  road,  and  all  privileges,  franchises 
and  rights,  and  the  other  property  and  things  hereinafter 
mentioned,  for  the  purpose  of  securing  the  payment  of  the 
interest  and  principal  of  certain  bonds  in  the  said  trust  deed 
described. 

And  whereas  default  was  made  in  the  conditions  of 
both  of  the  said  trust  deeds,  and  in  pursuance  of  the  powers 
and  authorities  therein  contained,  the  said  James  Winslow, 
trustee  under  the  said  trust  deed  first  mentioned,  and  the 
said  William  A.  Booth  and  James  F.  D.  Lanier,  continu- 
ing trustees  under  the  said  trust  deed  last  mentioned,  did, 
on  the  second  day  of  June,  1859,  sell  at  public  auction, 
held  at  the  City  of  Janesville,  all  and  singular  the  lands, 


32 

hereditaments,  property,  franchises,  rights  and  things,  in 
the  said  trust  deeds  described,  to  the  parties  hereto  of  the 
second  part,  and  did,  by  deeds  bearing  date  on  that 
day,  convey  the  same  unto  the  said  parlies  of  the  second 
part. 

And  whereas  the  said  parties  of  the  second  part  have 
organized,  in  pursuance  of  a  statute  of  the  State  of  Wiscon- 
sin, entitled  "An  act  to  facilitate  and  authenticate  the  forma- 
tion of  a  corporation  by  the  purchasers  of  the  Chicago,  St. 
Paul  and  Fond  -du  Lac  Rail-Road  Company,"  approved 
March  14,  1859,  and  a  statute  of  the  State  of  Illinois,  en- 
titled "  An  act  to  authorize  the  sale  of  the  Chicago,  St. 
Paul  and  Fond  du  Lac  Rail-Road,  and  to  enable  the  pur- 
chasers thereof  to  form  a  corporation,"  approved  February 
19th,  1859,  and  of  the  laws  of  the  said  States,  a  corpora- 
tion under  the  name  of  the  Chicago  and  North  Western 
Railway  Company,  and  are  about  to  convey  the  aforesaid 
railway,  property,  franchises,  rights  and  things  to  the  said 
corporation. 

Now  this  indenture  witnesseth,  that  the  said  party  of  the 
first  part,  in  consideration  of  the  premises,  and  of  one  dol- 
lar to  the  said  party  of  the  first  part  paid  by  the  parties  of 
the  second  part,  has  granted,  bargained,  sold,  remised, 
released  and  conveyed,  and  does  by  these  presents,  grant, 
bargain,  sell,  remise,  release  and  convey  unto  the  said 
parties  of  the  second  part,  all  and  singular  the  railways, 
ways  and  rights  of  way,  depot  grounds  and  other  lands ; 
all  tracks,  bridges,  viaducts,  culverts,  fences  and  other 
structures  ;  all  depots,  station  houses,  engine  houses,  car 
houses,  freight  houses,  wood  houses  and  other  buildings ; 
and  all  machine  shops  and  other  shops  required  for  use,  in 
connection  with  the  said  railway  or  the  business  thereof; 
and  including,  also,  all  locomotives,  tenders,  cars  and 
other  rolling  stock  or  equipment,  and  all  machinery,  tools, 
implements  and  materials  for  the  constructing,  operating, 
repairing  or  replacing  the  said  railway,  or  any  part  thereof, 
or  any  of  its  equipment  or  appurtenances  ;  and  also  all  the 
franchises  connected  with  or  relating  to  the  said  railway, 
or  the  construction,  maintenance  or  use  thereof,  and  all 
corporate  and  other  franchises,  and  all  property,  rights  or 
things  granted  or  conveyed,  or  expressed  or  intended  so  to 
be  by  the  aforesaid  trust  deeds,  or  either  'of  them,  for  a 
more  particular  description  of  which  reference  is  made  to 


the  said  trust  deeds,  as  well  as  to  the  aforesaid  convey- 
ances of  the  said  James  Winslow,  and  of  the  said  William 
A.  Booth  and  James  F.  D.  Lanier,  to  the  said  parties  of  the 
second  part :  Together  with  all  and  singular  the  tenements, 
hereditaments  and  appurtenances  thereunto  belonging,  or  in 
any  wise  appertaining,  and  the  reversions,  remainders,  tolls, 
incomes,  rents,  issues  and  profits  thereof;  and  also  all  the 
estate,  right,  title,  interest,  property,  possession,  claim  and 
demand  whatsoever,  as  well  in  law  as  in  equity  of  the 
said  party  of  the  first  part,  of,  in  and  to  the  same,  and  any 
and  every  part  thereof,  with  the  appurtenances.  To  have 
and  to  hold  the  same  unto  the  said  parties  of  the  second 
part,  and  their  assigns,  as  joint  tenants,  and  not  as  tenants 
in  common,  and  unto  the  survivor  of  the  said  parties,  of 
and  for  the  only  proper  use  and  behoof  of  the  said  parties 
of  the  second  part  and  their  assigns,  and  of  the  survivor 
of  them,  and  the  heirs  and  assigns  of  such  survivor, 
forever. 

In  testimony  whereof,  the  said  party  of  the  first  part  has 
caused  its  common  and  corporate  seal  to  be  hereto  affixed, 
and  the  same  to  be  attested  by  the  signature  of  its  presi- 
dent and  treasurer,  and  the  parties  of  the  second  part 
have  hereunto  set  their  hands  and  seals  the  day  and  year 
first  before  written. 

p        -.         W.  B.  OGDEN,  President. 
CHARLES  BUTLER, 

Treasurer  and  Secretary. 

Signed,  sealed  and  delivered  ) 
in  presence  of  '  ) 

JAMES  R.  YOUNG, 
FINLEY  J.  WRIGHT. 


UNITED  STATES  OF  AMERICA,  ") 

State  of  New-  York,  >  ss. 

City  and  County  of  New-  York,   } 

Be  it  known,  that  on  the  seventh  day  of  October,  in  the 
year  one  thousand  eight  hundred  and  fifty-nine,  before  me, 
the  undersigned,  Edwin  F.  Corey,  Junior,  resident  in  the 
City  of  New-York,  and  a  commissioner  duly  commissioned 
and  qualified  by  the  executive  authority,  and  under  the 
laws  of  the  State  of  Wisconsin,  to  lake  the  acknowledg- 


34 

ment  of  deeds,  &c.,  to  be  used  or  recorded  therein,  and  a 
commissioner  duly  commissioned  and  qualified  by  the  ex- 
ecutive authority,  and  under  the  laws  of  the  State  of  Michi- 
gan, to  take  the  acknowledgment  of  deeds,  &c.,  to  be  used 
or  recorded  therein,  and  a  public  notary  in  and  for  the 
State  of  New- York,  by  Letters  Patent  under  the  Great  Seal 
of  State,  duly  commissioned  and  sworn,  personally  ap- 
peared William  B.  Ogden  and  Charles  Butler,  to  me  per- 
sonally known  to  be  the  real  persons  described  in  and  who 
executed  the  foregoing  instrument.  And  the  said  William 
B.  Ogden  being  by  me  duly  sworn,  said,  that  he  resides  in 
the  City  of  Chicago,  State  of  Illinois,  and  that  he  is  the 
President  of  the  Chicago,  St.  Paul  and  Fond  du  Lac  Rail- 
Road  Company,  that  the  seal  affixed  to  the  foregoing  instru- 
ment is  the  common  and  corporate  seal  of  said  company, 
and  was  affixed  thereto  by  their  authority,  and  that  he,  as 
president,  and  Charles  Butler,  as  secretary  and  treasurer, 
subscribed  their  names  thereto,  by  the  like  authority,  and 
that  said  Charles  Butler  is  the  secretary  and  treasurer  of 
said  company. 

And  said  Charles  Butler  acknowledged  that  he  executed 
said  instrument  on  behalf  of  and  as  the  act  and  deed  of  the 
said  rail-road  company,  for  the  uses  and  purposes  therein 
mentioned. 

And  I  hereby  certify  that  the  said  instrument  is  executed 
and  acknowledged  according  to  the  laws  of  the  State  of 
New-York. 

In  testimony  whereof,  I  have  hereunto  set  my  hand, 
and  affixed  my  seals  of  office  as  such  notary  and  commis- 
sioner, at  my  office  in  the  City  of  New- York,  the  day  and 
year  first  above  written. 

[L.  s.]  [L.  s.]  EDWIN  F.  COREY,  JU'R, 

Commissioner  for  the  States  of  Wisconsin 
[L.  s.]          and  Michigan,  and  Notary  Public  for 
the  State  of  New-  York. 


35 


(Deed  from  Samuel  J.  Tilden  and  Ossian  D.  Ashley  to  the  Chicago  and  North 
Western  Kailway  Company.) 

THIS  INDENTURE,  made  this  first  day  of  July,  in  the 
year  of  our  Lord  one  thousand  eight  hundred  and  fifty- 
nine,  between  SAMUEL  J.  TILDEN  and  OSSIAN  D.  ASHLEY, 
of  the  City  and  State  of  New- York,  parties  of  the  first 
part,  and  the  CHICAGO  AND  NORTH  WESTERN  RAILWAY 
COMPANY,  party  of  the  second  part,  and  HARRIET  A. 
ASHLEY,  wife  of  the  said  Ossian  D.  Ashley,  party  of  the 
third  part,  witnesseth,  that 

Whereas  the  said  parties  of  the  first  part  became  the 
purchasers  of  a  certain  railway  hereinafter  more  particu- 
larly described,  and  formerly  known  as  the  Chicago,  St. 
Paul  and  Fond  du  Lac  Rail-Road,  and  of  certain  other 
property  and  franchises  formerly  owned  or  possessed  by 
the  Chicago,  St.  Paul  and  Fond  du  Lac  Rail-Road  Com- 
pany, at  sales  by  public  auction,  duly  made  at  Janesville, 
in  the  State  of  Wisconsin,  on  the  second  day  of  June,  1859, 
by  virtue  of  a  certain  mortgage  or  trust  deed  of  the  said 
company,  bearing  date  on  the  first  day  of  August,  one 
thousand  eight  hundred  and  fifty-five,  and  recorded  in 
the  Register's  office  for  Cook  County,  Illinois,  August  14th, 
1855,  in  Book  21  of  Mortgages,  page  376,  &c. ;  for  Lake 
County,  August  15th,  1855,  in  Book  O,,  page  1,  &c. ;  for 
McHenry  County,  August  15th,  1S55,  in  Book  10,  page  49, 
&c. ;  and  for  Boone  County,  August  16th,  1S55,  in  Book  J., 
page  44,  &c. ;  and  in  the  Register's  office  for  the  County 
of  Walworth,  in  the  State  of  Wisconsin,  August  24th,  1855, 
in  Volume  15  of  Mortgages,  page  5S9,  &c. ;  for  Rock 
County,  August  J6th,  1855,  in  Volume  R.,  page  432,  &c. ; 
for  Jefferson  County,  August  17th,  1855,  Volume  13,  page 
180,  &c. ;  for  Dodge  County,  August  22nd,  1855,  in  Volume 
N.,  page  142,  &c. ;  for  Fond  du  Lac  County,  August  20th, 
1855,  in  Volume  P.,  page  120,  &c. ;  and  of  a  certain  other 
mortgage  or  trust  deed  of  the  said  company,  bearing  date  on 
the  sixth  day  of  April,  onethousand  eight  hundred  and  fifty- 
seven,  and  recorded  in  the  Recorder's  office  for  Cook 
County,  Illinois,  June  6th,  1857,  in  Book  134  of  Deeds,  page 
596,  &c, ;  for  Lake  County,  June  27th,  1857,  in  Book  P.  of 

* 


36 

Mortgages,  page  605,  &c. ;  for  McHenry  County,  June  8th, 
1857,  in  Volume  12  of  Mortgages,  page  571,  &c. ;  and  for 
Boone  County,  June  .25th,  1857,  in  Book  I.  of  Mortgages, 
page  582,  &c. ;  and  in  the  Register's  office  for  the  County 
of  Walworth,  in  the  State  of  Wisconsin,  June  24th,  1857,  in 
Volume  19  of  Mortgages,  page  400,  &c. ;  for  Rock  County, 
June  8th,  1857,  in  Volume  4  of  Mortgages,  page  39,  &c. ;  for 
Jefferson  County,  June  9th,  1857,  in  Volume  18  of  Mortga- 
ges ;  for  Dodge  County,  June  20th,  1857,  in  Volume  S.  of 
Mortgages,  page  306,  &c. ;  for  Fond  du  Lac  County,  June 
1  Oth,  1857,  in  Volume  14  of  Deeds,  page  200,  &c. ;  for  Win- 
nebago  County,  June  12th,  1857,  in  Book  8  of  Mortgages, 
page  1,  &c. ;  for  Oulagamie  County,  June  13th,  1857,  in 
Volume  3  of  Mortgages,  page  500,  &c. ;  for  Waupacca 
County,  June  30th,  1857,  in  Volume  1  of  Mortgages,  page 
234,  &c.  ;  for  Brown  County,  June  13th,  1857,  in  Volume  8 
of  Mortgages,  page  44 1,  &c. ;  and  for  Oconto  County,  June 
15th;  1857,  in  Volume  A.  of  Mortgages  ;  and  in  the  office  of 
the  Secretary  of  State  for  the  State  of  Wisconsin,  May  18th, 
1S57,  in  Book  of  R.  R.  Mortgages,  page  178,  &c. ;  in  the 
Recorder's  office  for  Marquette  County,  Michigan,  June 
13lh,  1857,  in  Book  1  of  Mortgages,  page  124,  &c.,  and 
for  Ontonagon  County,  June  llth,  1557,  in  liber  A.  of  Mort- 
gages, folio  221,  &c. 

And  whereas  James  Winslow,  trustee  under  the  said 
mortgage  or  trust  deed  of  the  said  Chicago,  St.  Paul  and 
Fond  du  Lac  Rail-Road  Company,  bearing  date  the  first 
day  of  August,  one  thousand  eight  hundred  and  fifty-five, 
did,  by  deed  bearing  date  the  said  second  day  of  June,  one 
thousand  eight  hundred  and  fifty-nine,  and  duly  executed 
and  delivered  to  the  said  parties  hereto  of  the  first  part, 
convey  unto  the  said  parties  the  property,  franchises  and 
things  therein  described,  as  follows :  All  and  singular  the 
rail-road  from  Chicago,  in  the  State  of  Illinois,  via  Wood- 
stock to  Janesville,  in  the  State  of  Wisconsin,  and  thence 
via  Watertown  to  the  City  of  Fond  du  Lac,  in  Wisconsin, 
being  part  of  the  rail-road  known  as  the  Chicago,  St.  Paul 
and  Fond  du  Lac  Rail-Road,  and  the  portions  thereof  from 
Chicago  to  Janesville,  or  about  ninety-two  miles,  and  from 
Fond  du  Lac  to  the  La  Crosse  Junction,  or  about  thirty 
miles,  being  completed  and  in  operation,  and  the  portion 
thereof  from  Janesville  to  La  Crosse  Junction  being  par- 
tially constructed,  together  with  all  the  rights  of  way, 


37 

depot  grounds,  railways,  rails,  bridges,  fences,  stations, 
station  houses  and  other  buildings  ;  and  also  all  the  lands 
and  hereditaments  of  the  said  company,  in  connection  with 
the  said  railway,  or  relating  thereto ;  and  also  all  the  tolls, 
income,  rents,  issues  and  profits,  and  corporate  or  other 
franchises  of  the  said  Chicago,  St.  Paul  and  Fond  du  Lac 
Rail-Road  Company,  connected  with  the  said  line  of  rail- 
way, or  relating  thereto ;  and  also  all  the  locomotive  en- 
gines, tenders,  cars  of  every  kind,  machinery,  machine 
shops,  tools  and  implements,  wood  and  property  connected 
with  the  proper  equipment,  working  and  operating  and  con- 
ducting of  the  said  road  ;  and  also  all  and  singular  the 
property  of  every  name  and  nature,  and  all  rights,  privi- 
leges and  franchises  conveyed  by,  or  embraced  within  the 
said  mortgage  or  deed  of  trust;  it  being  intended,  by  these 
presents,  to  convey  all  the  property,  rights,  privileges  and 
franchises  and  things  whatsoever,  which  the  said  party  of 
first  part,  as  trustee,  under  and  by  virtue  of  the  said  deed 
or  mortgage,  may  lawfully  or  rightfully  sell  and  convey, 
and  no  more. 

And  whereas  William  A.  Booth  and  James  F.  D.  Lanier, 
the  continuing  trustees  under  the  said  mortgage  or  trust 
deed  of  the  said  Chicago  St.  Paul  and  Fond  du  Lac  Rail- 
Road  Company,  made  to  the  said  trustees  with  William  B. 
Ogden,  who  has  since  resigned,  and  bearing  date  the  sixth 
day  of  April,  one  thousand  eight  hundred  and  fifty-seven, 
did,  by  deed  bearing  date  the  said  (2d)  second  day  of  June, 
one  thousand  eight  hundred  and  fifty-nine,  and  duly 
executed  and  delivered  to  the  said  parties  hereto  of  the 
first  part,  convey  unto  the  said  parties  the  property,  fran- 
chises and  things  therein  described  as  follows : 

The  rail-road  of  the  said  Chicago,  St.  Paul  and  Fond  du 
Lac  Rail-Road  Company,  from  the  City  of  Chicago  through 
the  cities  of  Janesville  and  Fond  du  Lac  to  Lake  Superior, 
with  two  termini  on  the  said  lake,  one  at  or  near  Mar- 
quette,  or  the  mouth  of  Carp  River,  and  the  other  at  or 
near  Ontonagon,  or  the  mouth  of  Ontonagon  River,  being 
the  direct  lines  between  Chicago  and  said  Marquette 
and  Ontonagon,  whether  said  lines  be  called  and  known 
as  the  Main  Trunk  Lines,  or  some  of  them  as  branches 
to  the  Main  Trunk  Line;  and  all  the  land,  railways, 
rails,  bridges,  fences,  right  of  way,  stations,  depot  grounds, 
station  houses  and  other  buildings  held  or  owned  by  the 


38 

said  company  for  the  purpose  of  constructing,  operating 
and  maintaining  their  said  rail-road  or  the  accommo- 
dation of  the  business  thereof;  and  also  all  the  tolls, 
income,  rents,  issues,  profits  and  alienable  franchises  of 
the  said  company,  connected  with  their  rail-road  or  re- 
lating thereto ;  and  also  all  the  locomotives  or  station- 
ary engines,  tenders  and  cars  of  every  kind,  machinery, 
machine  shops,  tools  and  implements,  and  materials  con- 
nected with  or  intended  for  the  construction  or  equipment, 
operating  or  conducting  of  said  rail-road,  conveyed  or  in- 
tended to  be  conveyed,  in  and  by  the  said  deed  of  trust  or 
indenture  of  mortgage  to  the  said  trustees,  or  which,  at  the 
time  of  the  execution  of  said  indenture,  were  owned  or 
were  thereafter  acquired  by  the  said  company  :  subject, 
nevertheless,  as  to  all  that  part  of  the  rail-road  of  the  said 
company  from  Chicago  to  Fond  du  Lac,  and  its  appurte- 
nances, property  and  franchises,  to  the  prior  lien  of  the 
aforesaid  indenture  of  mortgage,  made  and  executed  by 
the  said  company  to  James  Winslow,  trustee,  and  to  all 
rights  and  claims  which  may  have  been  acquired  by  any 
person,  persons  or  corporations  under  or  by  virtue  of  any 
sale,  grant  or  conveyance  made  by  the  said  James  Wins- 
low,  trustee,  under  or  by  virtue  of  such  indenture  of  mort- 
gage; and  also,  all  the  right,  title,  interest,  claim  or  demand, 
which  the  said  company  may  have  acquired  in  or  to  one 
million  of  acres  of  public  lands  of  the  United  States,  situ- 
ated, lying  and  being  in  the  States  of  Wisconsin  and  Michi- 
gan, adjoining  and  adjacent  the  above  described  rail-road 
and  branches  between  Fond  du  Lac,  on  Lake  Winnebago, 
and  Ontonagon  and  Marquetle,  on  Lake  Superior,  as  in  said 
indenture  made  to  said  trustees  is  described,  being  parts 
and  parcels  of  the  lands  which  were  granted  to  the  States 
of  Wisconsin  and  Michigan  by  the  acts  of  Congress,  ap- 
proved June  3d,  1856,  in  the  said  indenture  referred  to, 
together  with  all  and  singular  the  tenements,  hereditaments, 
and  appurtenances  thereunto  belonging  or  in  any  wise  ap- 
pertaining; subject,  nevertheless,  to  the  provisions  and  re- 
quirements of  the  several  acts  of  Congress  aforesaid,  and 
the  acts  of  the  legislatures  of  the  States  of  Wisconsin 
and  Michigan  respectively,  granting  the  said  lands  to  the 
assignors  and  predecessors  of  the  said  company  ;  and  also 
all  and  singular  the  property  of  every  name  and  nature  ; 
and  all  rights,  privileges  and  franchises  conveyed  by  or 


39 

embraced  within  the  said  indenture  made  to  the  said  trus- 
tees, the  said  parties  of  the  first  part,  and  the  said  William 
B.  Ogden,  as  aforesaid  ;  it  being  intended  by  these  presents 
to  convey  all  the  property,  rights,  privileges  and  franchises 
and  things  whatsoever,  which  the  said  parties  of  the  first 
part,  as  trustees  under  and  by  virtue  of  the  said  last  men- 
tioned indenture,  may  or  might  lawfully  or  rightfully  sell 
and  convey,  and  no  more. 

And  whereas  the  party  hereto  of  the  second  part  is  a 
corporation  duly  formed  and  organized  in  pursuance  of  an 
act  of  the  State  of  Wisconsin,  entitled  "An  act  to  facili- 
tate and  authenticate  the  formation  of  a  corporation  by  the 
purchasers  of  the  Chicago,  St.  Paul  and  Fond  du  Lac 
Rail-Road  Company,"  approved  March  14th,  1859,  and  of 
the  laws  of  the  Slate  of  Wisconsin,  and  is  also  a  corpora- 
tion duly  formed  and  organized  in  pursuance  of  an  act  of 
the  State  of  Illinois,  entitled,  "An  act  to  authorize  the 
sale  of  the  Chicago,  St.  Paul  and  Fond  du  Lac  Rail-Road, 
and  to  enable  the  purchasers  thereof  to  form  a  corporation," 
approved  February  19th,  1859-,  and  the  laws  of  the  State 
of  Illinois. 

And  whereas  the  said  parties  hereto  of  the  first  part  have 
agreed  to  and  with  the  said  party  of  the  second  part  to 
sell  and  convey  to  the  said  party  of  the  second  part  all 
and  singular  the  property,  franchises  and  things  conveyed 
to  the  said  parties  of  the  first  part  by  the  aforesaid  deeds  of 
the  said  James  Winslow,  and  of  the  said  William  A. 
Booth  and  James  F.  D.  Lanier,  in  consideration  of  the 
making  and  delivery  by  the  said  party  of  the  second  part  to 
the  said  parties  of  the  first  part,  of  certain  bonds  and  stock 
of  the  said  party  of  the  second  part,  the  nature,  forms, 
amounts  and  denominations  of  which  are  more  particu- 
larly described  and  fixed  in  an  agreement  between  the 
parties  hereto,  bearing  even  date  herewith. 

Now,  therefore,  in  consideration  of  the  premises,  and  of 
the  making  and  delivering  to  the  said  parties  of  the  first 
part  of  the  aforesaid  bonds  and  stock,  and  of  one  dollar, 
the  receipt  whereof  is  hereby  acknowledged,  the  parties 
hereto  of  the  first  part  and  the  party  hereto  of  the  third 
part  have  granted,  bargained,  sold,  assigned,  transferred 
and  set  over,  and  do  by  these  presents  grant,  bargain,  sell, 
convey,  assign,  transfer  and  set  over  unto  the  said  party 
hereto  of  the  second  part,  all  the  right,  title  and  interest  of 


40 

them,  the  parties  of  the  first  and  third  parts,  and  of  either 
of  the  said  parties  acquired  by  virtue  of  the  deeds  of  the 
said  James  Winslow,  trustee,  or  by  virtue  of  the  deed  of 
the  said  William  A.  Booth  and  James  F.  D.  Lanier,  trus- 
tees, both  of  which  deeds  bear  date  the  second  day  of 
June,  1859,  and  are  herein  before  referred  to  and  in  part 
recited,  of,  in  and  to  all  and  singular  the  rail-roads  and 
their  appurtenances,  and  all  the  estates,  real,  personal  or 
mixed,  and  all  the  property,  franchises,  rights  and 
things  of  whatever  name  or  nature,  which  are  embraced 
in  or  conveyed  by  the  aforesaid  deeds  of  the  said 
Winslow  and  the  said  Booth  and  Lanier,  for  a  more 
particular  description  of  which  reference  is  made  to 
the  said  deeds,  and  the  parts  thereof  hereinbefore  recited, 
and  all  right,  title  and  interest  of  them,  the  parties  of  the 
first  and  third  parts,  and  of  either  of  them,  acquired  by 
virtue  of  a  conveyance  made  by  William  B.  Ogden,  a 
former  trustee,  under  the  said  second  or  Land  Grant  Mort- 
gage or  Trust  Deed,  to  the  parties  of  the  first  part,  and  bear- 
ing date  the  second  day  of  June,  one  thousand  eight  hun- 
dred and  fifty-nine,  or  acquired  by  virtue  of  a  conveyance 
made  by  the  Chicago,  St.  Paul  and  Fond  du  Lac  Rail- 
Road  Company  to  the  parties  of  the  first  part,  and  bearing 
date  the  thirtieth  day  of  June,  one  thousand  eight  hundred 
and  fifty-nine.  Provided,  nevertheless,  and  it  is  the  true 
intent  and  meaning  of  these  presents,  that  nothing  herein 
contained  shall  be  construed  to  express  or  imply  any  cov- 
enant by  the  parties  of  the  first  or  third  parts,  or  either  of 
them,  but  that  this  instrument  shall  operate  to  convey,  in 
behalf  of  the  said  parties,  all  the  estates  and  interests  in 
the  railway  and  appurtenances,  property,  rights,  franchises 
and  things  hereinbefore  described,  which  the  said  parties  or 
either  of  them  might  hold  by  virtue  of  the  aforesaid  con- 
veyances, and  which  the  said  parties,  each  for  himself  or 
herself,  and  not  one  for  the  other,  can  lawfully  and  right- 
fully convey,  and  no  more. 

To  have  and  to  hold  the  same  unto  the  said  party  of  the 
second  part,  and  its  successors  and  assigns,  to  and  for  its 
and  their  own  proper  use,  benefit  and  behoof,  forever,  as 
fully  as  the  said  parties  of  the  first  and  third  parts  can 
convey  the  same,  as  aforesaid,  and  not  otherwise. 

And  the  said  party  of  the  third  part,  wife  of  the  said 
Ossian  D.  Ashley,  one  of  the  parties  of  the  first  part,  for 


41 

the  considerations  aforesaid,  and  of  one  dollar  to  her  in 
hand  paid,  the  receipt  whereof  from  the  party  of  the  second 
part  is  hereby  acknowledged,  has  joined  with  her  said  hus- 
band in  these  presents,  and  has  released,  and  does  hereby 
release  unto  the  said  party  of  the  second  part,  all  her  right 
and  title  of  dower  in  all  and  singular  the  premises  herein- 
before granted. 

In  witness  whereof,  the  said  parties  hereto,  of  the  first 
and  third  parts,  have  hereunto  set  their  hands  and  seals,  on 
the  day  and  year  first  above  written. 


SAMUEL  J.  TILDEN,         [L.  s.~ 
O.  D.  ASHLEY,  [L.  : 

HARRIET  A.  ASHLEY.      PL.  i 


Sealed  and  delivered  in  ) 
the  presence  of  ) 

EDWIN  F.  COREY,  Ju'r,  as  to  all. 

JAMES  P.  SINNOTT,  as  to  SAML.  J.  TILDEN. 

G.  BOTTA,  as  to  O.  D.  ASHLEY  and  WIFE. 

UNITED  STATES  OF  AMERICA,  } 

iState  of  New-  York,  >  ss. 

City  and  County  of  New-  York.    ) 

Be  it  known  that  on  the  sixth  day  of  October,  A.  D.  1859, 
before  me,  the  undersigned,  Edwin  F.  Corey,  Junior,  resi- 
dent in  the  City  of  New- York,  and  a  commissioner  duly 
commissioned  and  qualified  by  the  executive  authority,  and 
under  the  laws  of  the  State  of  Wisconsin,  to  take  acknow- 
ledgment of  deeds,  &c.,to  be  used  or  recorded  therein,  and 
a  commissioner  duly  commissioned  and  qualified  by  the  ex- 
ecutive authority,  and  under  the  laws  of  the  State  of  Michi- 
gan, to  take  the  acknowledgment  of  deeds,  &c.,  to  be  used 
or  recorded  therein,  and  a  public  notary  in  and  for  the  State 
of  New-York,  by  Letters  Patent  under  the  Great  Seal  of  State, 
duly  commissioned  and  sworn,  personally  appeared  Samuel 
J.  Tilden,  Ossian  D.  Ashley  and  Harriet  A.  Ashley  his  wife, 
to  me  personally  known  to  be  the  same  persons  described 
in  and  who  executed  the  foregoing  instrument  of  writing, 
and  severally  acknowledged  that  they  signed,  sealed  and 
delivered  the  said  instrument  of  writing  as  their  free  and 
voluntary  act  for  the  uses  and  purposes  therein  set  forth ;  and 

4 


42 

the  said  Harriet  A.  Ashley,  on  a  private  examination  by 
me  made,  separate  and  apart  from  her  said  husband,  having 
had  the  contents  of  said  instrument  fully  made  known  and 
explained  to  her  by  me,  acknowledged  that  she  executed 
the  same,  and  relinquished  her  dower  in  the  lands  and 
teaements  therein  mentioned  voluntarily  and  freely,  and 
without  any  fear  or  compulsion  of  her  said  husband,  and 
did  not  wish  to  retract  the  same. 

In  testimony  whereof,  I  have  hereunto  set  my  hand  and 
affixed  my  seals  of  office,  as  such  notary  and  commissioner, 
at  my  office  in  the  City  of  New-York,  the  day  and  year 
first  above  written. 

[L.  s.]     [L.  s.]  EDWIN  F.  COREY,  Ju'r, 

[L.  s.]  Commissioner  for  Wisconsin  and 

Michigan,  and  Notary  Public 

in  and  for  New-  York. 


43 


(Form  of  First  Mortgage.) 

THIS  INDENTURE,  made  this  first  day  of  July,  in  the 
year  of  onr  Lord  one  thousand  eight  hundred  and  fifty-nine, 
between  the  CHICAGO  AND  NORTH  WESTERN  RAILWAY  COMPANY, 
of  the  first  part,  and  SAMUEL  J.  TILDEN,  of  the  City  and  State 
of  New- York,  of  the  second  part : 

Whereas  the  said  parties  of  the  first  part  are  a  corpora- 
tion, duly  formed  and  organized  in  pursuance  of  a  statute  of 
the  State  of  Wisconsin,  entitled  "  An  act  to  facilitate  and 
authenticate  the  formation  of  a  corporation,  by  the  purchas- 
ers of  the  Chicago,  St.  Paul  and  Fond  du  Lac  Rail-Road 
Company,"  approved  March  14th,  1859,  and  of  the  laws  of 
the  State  of  Wisconsin  ;  and  are  likewise  a  corporation  duly 
formed  and  organized  in  pursuance  of  a  statute  of  the  State 
of  Illinois,  entitled  "  An  act  to  authorize  the  sale  of  the  Ctii- . 
cago,  St.  Paul  and  Fond  du  Lac  Rail-Road,  and  to  enable 
the  purchasers  thereof  to  form  a  corporation,"  approved 
February  19th,  1859,  and  of  the  laws  of  the  State  of 
Illinois. 

And  whereas  the  said  parties  of  the  first  part  have  become 
vested  with  the  title  to  the  rail-road  formerly  known  as  the 
Chicago,  St.  Paul  and  Fond  du  Lac  Rail-Road,  with  its  ap- 
purtenances, and  of  other  property  and  franchises  formerly 
owned  or  possessed  by  the  Chicago,  St.  Paul  and  Fond  du 
Lac  Rail  Road  Company,  by  deed  bearing  even  date  here- 
with, and  made  and  delivered  to  the  parties  of  the  first  part, 
by  Samuel  J.  Tilden  and  Ossian  D.  Ashley,  purchasers  of  the 
said  rail-road  property  and  franchises,  in  conformity  to  the 
aforesaid  statutes  and  to  the  laws  of  the  said  States. 

And  whereas,  for  the  purpose  of  completing  and  equipping 
the  rail-road  acquired  as  aforesaid,  and  now  known  as  the 
Chicago  and  North  Western  Railway,  and  of  funding  debts 
which  are  liens  upon  certain  of  the  aforesaid  property,  or 
have  been  assumed  by  the  parties  of  the  first  part,  as  well  as 
for  the  purpose  of  paying  the  consideration  of  the  agreement 
between  the  said  parties  of  the  first  part  and  the  aforesaid  pur- 
chasers, whereby  the  said  railway  and  property  were  ac- 
quired, the  said  parties  of  the  first  part  have  resolved  to  make 
and  deliver  bonds  of  two  classes,  but  secured  by  the  same 


44 

trust  deed  or  mortgage,  in  the  forms  and  amounts  hereinafter 
specified. 

The  first  class  of  the  said  bonds,  designated  as  "  sinking 
fund  bonds,"  amount,  in  the  aggregate,  to  one  million  and 
one  hundred  thousand  dollars,  with  a  contingent  provision 
for  a  further  issue  of  the  additional  amount  of  one  hundred 
and  fifty  thousand  dollars.  They  consist  of  two  hundred  and 
fifty  of  the  denomination  of  one  hundred  dollars,  and  num- 
bered consecutively  from  one  to  two  hundred  and  fifty,  in- 
clusively ;  two  hundred  and  fifty  of  the  denomination  of  two 
hundred  dollars,  and  numbered  consecutively  from  two  hun- 
dred and  fifty-one  to  five  hundred,  inclusively  ;  one  hundred 
and  fifty  of  the  denomination  of  five  hundred  dollars,  and 
numbered  consecutively  from  five  hundred  and  one  to  six 
hundred  and  fifty,  inclusively ;  and  nin.e  hundred  and  fifty 
of  the  denomination  of  one  thousand  dollars,  and  numbered 
consecutively  from  six  hundred  and  fifty-one  to  sixteen  hun- 
dred, inclusively;  and  the  contingent  issue  of  one  hundred 
and'fifty  of  the  denomination  of  one  thousand  dollars,  and 
numbered  consecutively  from  sixteen  hundred  and  one  to 
seventeen  hundred  and  fifty,  inclusively.  All  the  bonds  of 
the  first  class  are  dated  the  first  day  of  July,  one  thousand 
eight  hundred  and  fifty-nine  ;  are  payable  on  the  first  day 
of  August,  A.D.  one  thousand  eight  hundred  and  eighty-five, 
at  the  office  or  agency  of  the  parties  of  the  first  part,  in  the 
City  of  New- York  ;  bear  interest  from  the  first  day  of  August, 
A.  D.  one  thousand  eight  hundred  and  fifty-nine,  at  the  rate 
of  seven  per  centum  per  annum,  payable  semi-annually  at 
the  said  office  or  agency,  on  the  first  days  of  February  and 
August  in  each  year ;  are  equally  and  ratably  secured  by 
this  instrument,  and,  according  to  their  respective  amounts, 
entitled  to  the  advantages  of  the  special  preferred  lien  here- 
in established  in  their  favor,  and  the  benefits  to  be  derived 
from  the  sinking  fund  herein  provided  ;  and  are  in  the  form 
following : 

No.  UNITED  STATES  OF  AMERICA.         $ 

.  » 

STATES  OF  ILLINOIS  AND  WISCONSIN. 
CHICAGO  AND  NORTH  WESTERN  RAILWAY  COMPANY, 

FIRST    MORTGAGE   SINKING    FUND   BOND. 

KNOW  ALL  MEN  BY  THESE  PRESENTS,  that  the  Chicago  and 
North  Western  Railway  Company  are   indebted   to  Samuel 


45 

J.  Tilden,  of  the  City  of  New- York,  or  bearer,  in  the  sum  of 
dollars,  lawful  money  of  the  United  States 
of  America,  which  the  said  company  promise  and  agree  to 
pay  to  the  said  Samuel  J.  Tilden,  or  bearer  hereof,  on  the 
first  day  of  August,  A.  D.  1885,  at  the  office  or  agency  of 
the  said  company,  in  the  City  of  New- York,  with  interest 
thereon  from  the  first  day  of  August,  1859,  at  the  rate  of 
seven  per  centum  per  annum,  payable  semi-annually  by  the 
said  company,  at  their  office  or  agency  in  the  City  of  New- 
York,  on  the  first  days  of  February  and  August  in  each  year, 
on  the  presentation  and  surrender  of  the  annexed  coupons  as 
they  severally  become  due  ;  and  in  case  of  non-payment  of 
interest  for  any  half  year,  if  demanded,  and  the  same  re- 
maining in  arrear  for  six  months  thereafter,  the  principal 
shall  become  due  and  payable  as  provided  in  the  trust  deed 
hereinafter  mentioned. 

This  bond  is  one  of  a  series  of  bonds  of  the  same  tenor  and 
date,  but  of  several  denominations,  which  bonds  amount,  in 
the  aggregate,  to  one  million  and  one  hundred  thousand  dol- 
lars, with  contingent  provision  for  a  further  issue  of  an  amount 
not  exceeding  one  hundred  and  fifty  thousand  dollars,  and 
form  the  first  class  of  bonds,  the  payment  of  which  is  secured 
by  a  deed  of  trust  duly  executed  and  delivered  by  the  said 
railway  company  to  Samuel  J.  Tilden,  trustee,  and  conveying 
the  railway  of  the  said  company  from  Chicago  to  a  point 
twenty  miles  northerly  from  Fond  du  Lac,  and  all  the  depot 
grounds,  depots,  equipments  and  other  things  pertaining  there- 
to, and  all  the  franchises  of  the  said  company,  as  by  reference 
to  said  trust  deed,  bearing  date  on  the  first  day  of  July,  A. 
D.  1859,  and  duly  recorded,  will  more  fully  appear.  And 
the  holder  hereof  is  entitled  to  the  priorities  established  in 
favor  of  the  said  first  class  of  bonds  by  the  said  deed  of  trust, 
and  to  the  advantage  of  the  special  preferred  lien  created  by 
the  said  deed  of  trust  upon  all  the  property  and  things  therein 
embraced ;  the  holder  hereof  is  also  entitled  to  the  benefits 
which  may  be  derived  from  a  sinking  fund  to  be  set  apart 
annually  by  the  said  company,  as  specified  and  provided  for 
in  said  deed  of  trust. 

This  bond  entitles  the  person  registered  on  the  books  of  the 
company  as  the  holder  thereof,  at  the  time  of  any  general  or 
special  meeting  of  the  stockholders,  to  one  vote  for  every  one 
hundred  dollars  of  the  par  amount  thereof,  as  a  special  stock 
created  under  the  act  of  the  State  of  Wisconsin,  approved 
March  14th,  1859,  and  the  laws  of  that  State  and  of  Illinois, 


46 

but  such  stock  is  not  subject  to  assessment  nor  entitled  to 
dividends. 

This  bond,  shall  not  be  valid  or  obligatory  until  it  shall  have 
been  authenticated  by  a  certificate  endorsed  thereon,  and 
duly  signed  by  the  said  trustee  or  his  successor. 

This  bond  may  pass  by  delivery,  or  it  may  be  registered 
on  the  books  of  the  company,  at  the  option  of  any  holder; 
and  after  such  registration  and  the  endorsement  of  a  certificate 
thereof  upon  the  bond,  no  transfer  shall  be  valid  unless  such 
transfer  be  registered  and  endorsed  as  aforesaid,  or  unless  the 
last  registry  be  to  bearer  or  in  blank. 

IN  WITNESS  WHEREOF,  the  said  company  have  caused  their  cor- 
porate seal  to  be  hereto  affixed,  and  their  president  and  treas- 
urer to  sign,  and  their  secretary  to  countersign  the  same,  and 
have  also  caused  the  coupons  hereto  annexed  to  be  signed  by 
their  assistant  secretary,  this  first  day  of  July,  in  the  year  of 
our  Lord  one  thousand  eight  hundred  and  fifty-nine. 

President. 
Treasurer. 
Countersigned  by 

Secretary. 

The  second  class  of  the  said  bonds,  amounting,  in  the  ag- 
gregate, to  three  millions  and  five  hundred  thousand  dollars, 
with  a  contingent  provision  for  a  further  issue  to  the  addi- 
tional amount  of  one  hundred  thousand  dollars,  consist  of 
two  hundred  and  fifty  of  the  denomination  of  one  hundred 
dollars,  and  numbered  consecutively  from  seventeen  hundred 
and  fifty-one  to  two  thousand,  inclusively ;  two  hundred  and 
fifty  of  the  denomination  of  two  hundred  dollars,  and  num- 
bered consecutively  from  two  thousand  and  one  to  two  thou- 
sand two  hundred  and  fifty,  inclusively ;  two  hundred  and 
fifty  of  the  denomination  of  five  hundred  dollars,  and  num- 
bered consecutively  from  two  thousand  two  hundred  and  fifty- 
one  to  two  thousand  five  hundred,  inclusively;  and  thirty-three 
hundred  of  the  denomination  of  one  thousand  dollars,  num- 
bered consecutively  from  two  thousand  five  hundred  and  one 
to  five  thousand  eight  hundred,  inclusively,  and  the  contin- 
gent issue  of  one  hundred  of  the  like  denomination,  num- 
bered consecutively  from  five  thousand  eight  hundred  and 
one  to  five  thousand  nine  hundred,  inclusively.  All  the  bonds 
of  the  second  class  are  dated  the  first  day  of  July,  1859,  and 
are  payable  on  the  first  day  of  August,  1885,  at  "the  office  or 
agency  of  the  parties  of  the  first  part,  in  the  City  of  New- 


47 

York ;  bear  interest  from  the  first  day  of  August,  A.  D.  1860, 
at  the  rate  of  seven  per  centum  per  annum,  payable  semi- 
annually  at  the  said  office  or  agency,  on  the  first  days  of  Feb- 
ruary and  August  in  each  year,  and  are  equally  and  ratably 
secured  by  this  instrument,  according  to  their  respective 
amounts,  and  are  in  the  form  following: 

UNITED  STATES  OF  AMERICA. 

No.  STATES  OF  ILLINOIS  AND  WISCONSIN.  $ 

CHICAGO  AND  NORTH  WESTERN  RAILWAY  COMPANY, 

FIRST  MORTGAGE  BOND. 

KNOW  ALL  MEN  BY  THESE  PRESENTS,  that  the  Chicago  and 
North  Western  Railway  Company  are  indebted  to  Samuel  J. 
Tilden,  of  the  City  of  New- York,  or  bearer,  in  the  sum  of 
dollars,  lawful  money  of  the  United  States  of 
America,  which  the  said  company  promise  and  agree  to  pay 
to  the  said  Samuel  J.  Tilden,  or  bearer  hereof,  on  the  first  day 
of  August,  A.  D.  1885,  at  the  office  or  agency  of  the  said 
company,  in  the  City  of  New- York,  with  interest  thereon 
from  the  first  day  of  August,  1860,  at  the  rate  of  seven  per 
centum  per  annum,  payable  semi-annually  by  the  said  com- 
pany, at  their  office  or  agency  in  the  City  of  New- York, 
on  the  first  days  of  February  and  August  in  each  year, 
on  the  presentation  and  surrender  of  the  annexed  coupons 
as  they  severally  become  due.  And  in  case  of  the  non- 
payment of  interest  for  any  half  year,  if  demanded,  and  the 
same  remaining  in  arrear  for  six  months  thereafter,  the  prin- 
cipal shall  become  due  and  payable  as  provided  in  the  trust 
deed  hereinafter  mentioned. 

This  bond  is  one  of  a  series  of  bonds  of  the  same  tenor 
and  date,  but  of  several  denominations,  which  bonds  amount, 
in  the  aggregate,  to  three  millions  and  five  hundred  thousand 
dollars,  with  contingent  provision  for  a  further  issue  to  an 
amount  not  exceeding  one  hundred  thousand  dollars ;  and 
which,  with  an  issue  of  preferred  sinking  fund  bonds  se- 
cured by  the  same  trust  deed,  amount  in  the  aggregate  to  four 
millions  six  hundred  thousand  dollars  ;  with  contingent  pro- 
vision for  a  further  issue  to  an  amount  not  exceeding  two 
hundred  and  fifty  thousand  dollars,  the  payment  of  all  of 
which  is  secured  by  a  deed  of  trust  duly  executed  and  deli- 
vered by  the  said  railway  company  to  Samuel  J.  Tilden, 
trustee,  and  conveying  the  railway  of  the  said  company  from 


48 

Chicago  to  a  point  twenty  miles  northerly  from  Fond  du  Lac, 
and  all  the  depot  grounds,  depots,  equipments  and  other 
things  pertaining  thereto  ;  and  all  the  franchises  of  the  said 
company,  subject  to  the  priorities  in  the  said  trust  deed  pro- 
vided in  favor  of  the  issues  of  preferred  sinking  fund  bonds 
therein  mentioned,  as  by  reference  to  the  said  trust  deed, 
bearing  date  on  the  first  day  of  July,  A.  D.  1859,  and  duly 
recorded,  will  more  fully  appear. 

This  bond  entitles  the  person  registered  on  the  books  of  the 
company,  as  the  holder  thereof,  at  the  time  of  any  general  or 
special  meeting  of  the  stockholders,  to  one  vote  for  every  one 
hundred  dollars  of  the  par  amount  thereof,  as  a  special  stock 
created  under  the  act  of  the  State  of  Wisconsin,  approved 
March  14th,  1859,  and  the  laws  of  that  State  and  of  Illinois  ; 
but  such  stock  is  not  subject  to  assessment  nor  entitled  to 
dividends. 

This  bond  shall  not  be  valid  or  obligatory  until  it  shall  have 
been  authenticated  by  a  certificate  endorsed  hereon,  and  duly 
signed  by  the  said  trustee  or  his  successor. 

This  bond  may  pass  by  delivery,  or  it  may  be  registered  on 
the  books  of  the  company  at  the  option  of  any  holder;  and 
after  such  registration,  and  the  endorsement  of  a  certificate 
thereof  upon  the  bond,  no  transfer  shall  be  valid,  unless  such 
transfer  be  registered  and  endorsed  as  aforesaid,  or  unless  the 
last  registry  be  to  bearer  or  in  blank. 

IN  WITNESS  WHEREOF,  the  said  company  have  caused  their 
corporate  seal  to  be  hereto  affixed,  and  their  president  and 
treasurer  to  sign,  and  their  secretary  to  countersign  the  same, 
and  have  also  caused  the  coupons  hereto  annexed  to  be  signed 
by  their  assistant  secretary,  this  first  day  of  July,  in  the  year 
of  our  Lord  one  thousand  eight  hundred  and  fifty-nine. 


Countersigned  by 

Secretary. 


President. 
Treasurer. 


Of  the  contingent  issues  herein  provided  for,  one  hundred 
thousand  dollars  of  the  first  class  of  bonds  is  for  new  and  ad- 
ditional equipment,  engine  and  car-houses  and  other  con- 
struction, as  well  for  the  old  as  for  the  new  portions  of  the 
said  railway,  as  may  be  from  time  to  time  required  by  its 
business ;  and  the  remaining  fifty  thousand  dollars  of  bonds 


49 

of  the  first  class,  and  the  one  hundred  thousand  dollars  of 
bonds  of  the  second  class,  are  to  be  applied  as  aforesaid,  or 
if  needful,  to  the  liquidating  of  specific  liens  upon  portions 
of  the  property  acquired  as  aforesaid,  and  funding  the  bonded 
debts  assumed  by  the  parties  of  the  first  part.  All  of  which 
bonds,  so  issued  or  to  be  issued,  are  hereby  declared  and  agreed 
to  be  given  as  consideration  for  the  purchase  of  the  said  rail- 
way, property,  rights  and  franchises  as  hereinbefore  recited. 

NOW  THIS  INDENTURE  witnesseth,  that  the  parties 
of  the  first  part,  in  consideration  of  the  premises,  and  of  one 
dollar  to  them  in  hand  paid,  the  receipt  whereof  is  hereby 
acknowledged,  and  in  order  to  secure  the  payment  of  the 
principal  and  interest  of  the  bonds  aforesaid,  issued  or  to  be 
issued  as  herein  recited  and  provided,  and  every  part  of  the 
said  principal  and  interest,  as  the  same  shall  become  payable, 
according  to  the  tenor  of  the  said  bonds,  and  of  the  coupons 
'  thereto  annexed,  have  granted,  bargained,  sold,  conveyed  and 
transferred,  and  do,  by  these  presents,  grant,  bargain,  sell, 
convey  and  transfer  unto  the  party  of  the  second  part,  and 
his  heirs  and  assigns,  and  unto  the  successors  of  the  said  party 
of  the  second  part  in  the  trust  hereinafter  created  and  set 
forth,  and  the  respective  heirs  and  assigns  of  such  successors, 
all  the  railway  of  the  parties  of  the  first  part,  extending  from 
the  City  of  Chicago,  in  the  State  of  Illinois,  to  a  point  twenty 
miles  northerly  from  the  City  of  Fond  du  Lac,  and  about 
four  miles  northerly  from  the  City  of  Oshkosh,  in  the  State  of 
Wisconsin,  by  way  of  the  cities  of  Janesville,  Fond  du  Lac 
and  Oshkosh,  in  the  said  State,  and  including  that  portion  of 
the  said  railway  between  the  said  cities  of  Janesville  and  the 
La  Crosse  or  Minnesota  Junction,  which  is  now  in  process  of 
construction,  as  the  same  shall  be  hereafter  finished,  as  fully 
and  effectually  as  if  the  whole  of  the  said  railway  were  com- 
pleted before  the  execution  of  these  presents ;  including  all 
the  railways,  ways  and  rights  of  way,  depot  grounds  and 
other  lands;  all  tracks,  bridges,  viaducts,  culverts,  fences 
and  other  structures ;  all  depots,  station  houses,  engine  houses, 
car  houses,  freight  houses,  wood  houses  and  other  buildings  ; 
and  all  machine  shops  and  other  shops ;  whether  now  held  or 
hereafter  acquired  for  use,  in  connection  with  the  said  rail- 
way or  the  business  thereof;  and  including,  also,  all  locomo- 
tives, tenders,  cars  and  other  rolling  stock  or  equipment,  and 
all  machinery,  tools,  implements,  fuel  and  materials  for  the 
constructing,  operating,  repairing  or  replacing  the  said  rail- 
way, or  any  part  thereof,  or  any  of  its  equipment  or  appurte- 
nances, whether  now  held  or  hereafter  acquired ;  all  of  which 


50 

things  are  hereby  declared  to  be  appurtenances  and  fixtures  of 
the  said  railway;  and  also  all  franchises  connected  with  or  re- 
lating to  the  said  railway,  or  the  construction,  maintenance 
or  use  thereof,  now  held  or  hereafter  acquired  by  the  said 
parties  of  the  first  part ;  and  all  corporate  and  other  franchises 
which  are  now  or  may  be  hereafter  possessed  or  exercised  by 
the  said  parties  of  the  first  part : 

Together  with  all  and  singular  the  tenements,  heredita- 
ments and  appurtenances  thereunto  belonging  or  in  any  wise 
appertaining,  and  the  reversions,  remainders,  tolls,  incomes, 
rents,  issues  and  profits  thereof;  and  also  all  the  estate,  right, 
title,  interest,  property,  possession,  claim  and  demand  what- 
soever, as  well  in  Jaw  as  in  equity,  of  the  said  parties  of  the 
first  part,  of,  in  and  to  the  same,  and  any  and  every  part 
thereof,  with  the  appurtenances ;  reserving,  nevertheless,  to 
the  said  parties  of  the  first  part  full  power,  with  the  approval 
in  writing  of  the  trustee  herein  provided,  for  the  time  being, 
to  sell  or  exchange  any  lands  which  may  be  held  for  the  use 
of  any  of  the  aforesaid  depots,  shops  or  other  buildings,  or 
for  a  supply  of  fuel  or  gravel,  or  other  material,  for  which 
purpose  fail  power  is  hereby  conferred  on  the  said  trustee  to 
release  any  lands  so  sold  or  exchanged  from  the  lien  of  these 
presents ;  but  the  lands  acquired  in  substitution  fur  any  so 
sold  or  exchanged,  shall  become  subject  to  the  operation  of 
these  presents,  with  the  same  effect  as  if  originally  embraced 
herein  by  specific  description  ;  and  every  surplus  of  money 
or  assets  which  may  arise  from  any  such  sale  or  exchange, 
shall  be  subject  to  the  control  and  custody  of  the  said  trus- 
tee, or  invested  with  his  approval ;  reserving,  also,  to  the 
parties  of  the  first  part,  for  the  purpose  of  erecting,  or  causing 
or  procuring  to  be  erected,  for  the  use  of  the  said  railway,  or 
for  use  in  connection  therewith,  grain  or  freight  or  other 
warehouses  or  depot  buildings,  full  power,  with  the  approval 
of  the  trustee  for  the  time  being,  to  convey,  sell,  lease  or 
mortgage  such  portions  of  the  said  lands  as  may  be  occupied 
or  required  to  be  occupied  by,  or  necessarily  used  or  needed 
for,  any  warehouse  or  warehouses,  or  other  depot  buildings, 
which  may  be  erected  as  aforesaid ;  for  which  purpose  full 
power  is  hereby  granted  to  the  trustee  for  the  time  being  to 
release  such  portions  of  the  said  lands  from  the  lien  of  these 
presents ;  and  reserving,  also,  to  the  said  parties  of  the  first  part 
full  power,  from  time  to  time  to  dispose  of,  according  to  their 
discretion,  such  portions  of  the  said  equipment,  machinery  and 
implements  as  may  have  become  unfit  or  unnecessary  for  the 
use  of  the  said  parties  of  the  first  part,  and  to  replace  the  same 


51 

•  •• 

by  new,  which  shall  thereupon  become  subject  to  the  operation 
of  these  presents  as  aforesaid  ;  and  reserving,  also,  to  the  said 
parties  of  the  first  part  full  power  to  withdraw  from  the  opera- 
tion of  these  presents  the  portion  of  the  aforesaid  railway 
which  is  situate  northerly  from  the  "Wolf  River,  at  the  City 
of  Oshkosh,  for  the  purpose  of  encouraging  the  extension  of 
the  said  railway  from  the  said  City  of  Oshkosh  to  Appleton ; 
for  which  purpose  full  power  is  hereby  conferred  on  the  said 
trustee  to  release  the  said  portion  from  the  lien  of  these  pre- 
sents :  and  subject,  nevertheless,  in  respect  to  certain  of  the 
aforesaid  lands  situate  in  the  City  of  Chicago,  and  acquired  for 
depot  grounds,  which  are  described  in  a  trust  deed  of  William 
B.  Ogden  to  Azariah.  C.  Flagg,  bearing  date  the  first  day  of 
January,  one  thousand  eight  hundred  and  fifty-seven,  and 
recorded  in  the  office  of  the  Recorder  of  Cook  County,  in  the 
State  of  Illinois,  on  the  twenty-third  day  of  February,  one 
thousand  eight  hundred  and  fifty-seven,  in  book  one  hundred 
and  twenty-one  of  deeds,  page  three  hundred  and  sixty 
four,  and  to  the  provisions  of  the  said  trust  deed  and 
the  prior  lien  created  thereby  ;  and  in  respect  to  certain 
other  of  the  aforesaid  lands,  also  situate  and  acquired  as 
aforesaid,  which  are  described  in  a  trust  deed  of  the  said 
William  B.  Ogden  to  Richard  H.  Winslow,  bearing  date  on 
the  thirty-first  day  of  May,  one  thousand  eight  hundred 
and  fifty-eight,  and  recorded  in  the  office  of  Uie  said  Re- 
corder on  the  seventh  day  of  August,  one  thousand  eight 
hundred  and  fifty-eight,  in  book  one  hundred  and  fifty- 
six  of  deeds,  page  six  hundred  and  twenty-five,  and  to  the 
provisions  of  the  said  last  mentioned  trust  deed,  and  the 
prior  lien  created  thereby  ;  the  obligations  secured  by  which 
said  incumbrances,  the  parties  of  the  first  part  have  assumed 
and  agreed  to  pay,  and  in  evidence  and  security  thereof,  have 
executed  and  delivered  a  trust  deed  of  the  aforesaid  lands  to 
the  said  Azariah  C.  Flagg,  bearing  even  date  herewith,  but 
to  which,  as  respects  the  aforesaid  lands,  these  presents  are 
subject : 

To  have  aad  to  hold  the  above  described  premises  and  appur- 
tenances, but  subject  to  the  reservations,  conditions  and  provi- 
sions herein  contained,  unto  the  said  party  of  the  second  part, 
and  his  heirs  aud  assigns,  and  unto  the  several  successors  of 
the  said  party  of  the  second  part,  in  the  trust  hereby  created, 
and  their  respective  heirs  and  assigns,  to  the  only  proper  use 
and  behoof  of  the  said  party  and  his  heirs  and  assigns,  and 
of  the  said  successors  and  their  respective  heirs  and  assigns, 
in  trust,  nevertheless,  for  the  following  purposes,  to  wit : 


52 

1.  In  case  default  shall  be  made  by  the  parties  of  the  first 
part,  or  their  successors  or  assigns,  in  the  payment  of  any  in- 
terest on  any  of  the  aforesaid  bonds,  according  to  the  tenor  of 
the  coupons  thereto  annexed,  or  in  the  payment  of  any 
principal  of  any  of  such  bonds,  as  the  same  shall  become 
demandable,  or  in  any  payment  required  by  these  presents 
to  be  made  into  the  sinking  fund  herein  provided,  or  in  any 
covenant  or  agreement  of  the  said  parties  of  the  first  part, 
herein  required  to  be  performed  or  kept  by  the  said  parties  ; 
and  if  such  default  shall  continue  for  the  period  of  three 
months,  it  shall  be  lawful  for  the  said  trustee  himself, 
or  by  his  attorneys  or  agents,  to  enter  into  and  upon  all 
and  singular  the  premises  hereby  conveyed,  or  intended  so 
to  be,  and  each  and  every  part  thereof;  and  himself,  or  by 
his  attorneys  or  agents,  to  have,  hold,  use  and  enjoy  the 
same ;  himself,  or  by  his  superintendents,  managers,  receivers 
or  servants  operating  the  said  railway,  and  conducting  the 
business  thereof,  and  making,  from  time  to  time,  all  repairs 
and  replacements,  and  all  useful  alterations,  additions  and 
improvements  thereto,  as  fully  as  the  parties  of  the  first  part 
might  have  done  before  such  entry;  and  to  collect  and  re- 
ceive all  tolls,  freights,  incomes,  rents,  issues  and  profits  of 
the  same,  and  of  every  part  thereof;  and  after  deducting  the 
expenses  of  operating  the  said  railway  and  conducting  its  busi- 
ness, and  of  all  the  said  repairs,  replacements,  alterations, 
additions  and  improvements,  and  all  payments  for  taxes, 
assessments,  charges  or  liens  on  the  said  premises,  or  on  any 
part  thereof,  and  as  well  as  just  compensation  for  his  own  ser- 
vices, to  apply  the  residue  of  the  moneys  arising  as  aforesaid : 

First. — To  the  payment  of  the  interest  on  such  of  the 
aforesaid  bonds  as  are  herein  designated  as  sinking  fund 
bonds,  in  the  order  in  which  such  interest  shall  have  become 
due,  or  shall  become  due,  and  to  the  persons  holding  the  cou- 
pons evidencing  the  right  to  such  interest. 

Secondly. — After  paying  all  the  aforesaid  interest  then  due, 
and  making  such  provision  as  to  the  said  trustee  may  seem  ad- 
visable for  any  half-year's  interest  next  to  fall  due,  to  the  pay- 
ment of  the  interest  on  the  others  of  the  aforesaid  bonds  not 
herein  designated  as  sinking  fund  bonds,  in  the  order  afore- 
said, and  to  the  persons  holding  the  coupons  evidencing  the 
right  to  such  interest. 

Thirdly. — To  the  payments  required  by  these  presents  to 
be  made  into  the  sinking  fund  hereby  provided. 

And  if  at  any  time  the  moneys  applicable  to  any  class  of 
the  said  payments  shall  not  suffice  to  pay  the  said  class  in 


53 

full,  the  said  moneys  shall  be  applied  ratably  towards  such 
payments.  And  in  case  all  the  said  payments,  of  every  class, 
shall  have  been  made  in  full,  and  no  sale  shall  have  been 
made  in  conformity  hereto,  the  said  trustee  shall  restore  the 
possession  of  the  premises  hereby  conveyed  unto  the  said 
party  of  the  first  part,  its  successors  or  assigns ;  provided, 
that  if  any  of  the  defaults  hereinbefore  specified  be  subse- 
quently made,  such  restoration  shall  not,  nor  shall  any  pre- 
vious entry,  be  construed  to  exhaust  or  in  any  manner  im- 
pair the  powers  of  entry  or  sale,  or  any  powers  hereby  granted 
to  or  conferred  upon  the  said  trustee. 

2.  In  case  default  shall  be  made  as  aforesaid,  and  shall 
continue  as  aforesaid,  it  shall  likewise  be  lawful  for  the  said 
trustee,  after  entry  as  aforesaid,  or  other  entry,  or  without 
entry,  himself  or  by  his  attorneys  or  agents,  to  sell  and  dis- 
pose of  all  and  singular  the  premises  hereby  conveyed,  or 
intended  so  to  be,  or  any  portion  thereof,  and  all  right, 
benefit  and  equity  of  redemption  of  the  parties  of  the  first 
part,  their  successors  and  assigns,  at  public  auction,  in  the 
City  of  New- York,  or  in  the  City  of  Chicago,  or  in  such  other 
place  in  the  State  of  Wisconsin  as  the  said  trustee  or  his  at- 
torneys or  agents  may  designate,  or  in  any  one  or  more  of 
those  places,  and  at  such  time  or  times  as  he  or  they  may  ap- 
point, having  first  given  notice  of  the  place  or  places,  and 
the  time  or  times  of  such  sale  or  sales,  by  advertisement  pub- 
lished not  less  than  three  times  a  week  for  six  weeks  in  one 
or  more  newspapers  in  each  of  said  cities  of  New- York  and 
Chicago,  or  to  adjourn  the  said  sale  or  sales  from  time  to 
time,  in  his  or  their  discretion  ;  and,  if  so  adjourning,  to  make 
the  same  at  the  time  or  times,  and  place  or  places,  to  which 
the  same  may  be  so  adjourned  ;  and  to  sell,  subject  to  the 
lien  created  by  these  presents  in  favor  of  such  of  the  afore- 
said bonds  as  are  herein  designated  as  sinking  fund  bonds, 
or  discharged  of  such  lien  ;  and,  if  selling  in  the  first  instance 
subject  to  such  lien,  then  to  retain,  hold  and  exercise  the 
powers  of  entry,  sale  and  conveyance,  and  all  the  powers  con- 
ferred by  these  presents,  as  amply  as  if  they  had  not  been 
once  exercised  ;  and,  as  the  attorney  in  fact  of  the  said  parties 
of  the  first  part,  their  successors  or  assigns,  for  such  purpose 
duly  and  irrevocably  constituted,  or  in  the  name  of  the 
said  trustee,  to  make  and  deliver  to  the  purchaser  or  pur- 
chasers thereof,  good  and  sufficient  deed  or  deeds  in  the 
law  for  the  same  in  fee  simple  ;  and  to  make  the  said  deed 
or  deeds  subject  to  the  said  lien  or  otherwise  ;  which  sale  or 
sales  made  as  aforesaid,  and  whether  subject%  to  the  said  lien 


54 

or  otherwise,  shall  be  a  perpetual  bar  both  in  law  and  equity, 
against  the  said  parties  of  the  first  part,  their  successors  and 
assigns,  and  all  other  persons  claiming  or  to  claim  the  said 
premises,  or  any  part  thereof,  by,  from  or  under  them, 
or  any  of  them ;  and  to  apply  the  proceeds  of  such  sale  or 
sales,  after  deducting  just  allowances  for  all  expenses  of  the 
said  sale  or  sales,  including  attorneys'  and  counsel  fees  and  all 
other  expenses,  advances  and  liabilities,  which  may  have 
been  made  or  incurred  by  the  said  trustee  in  the  operating  or 
maintaining  the  said  railway  or  managing  of  its  business, 
and  all  payments  for  taxes,  assessments,  charges  or  liens  on 
the  said  premises,  or  an}7  part  thereof,  or  in  administering  the 
said  trust,  as  well  as  compensation  for  his  own  services,  and 
paying  the  lien  created  by  the  aforesaid  trust  deed  of  said 
parties  of  the  first  part  to  the  said  A.  C.  Flagg,  in  the 
manner  following : 

If  the  said  sale  or  sales  shall  have  been  made,  subject  to 
the  lien  created  by  these  presents,  in  favor  of  such  of  the 
aforesaid  bonds  as  are  herein  designated  as  sinking  fund 
bonds,  then  the  said  trustee  shall  apply  the  said  net  proceeds, 
first,  to  the  payment  of  the  interest  then  due  on  the  said 
sinking  fund  bonds  in  the  order  in  which  the  said  interest 
shall  have  become  due,  and  to  the  persons  holding  the  cou- 
pons evidencing  the  right  to  such  interest;  and  after  paying 
in  full  all  such  interest,  then  to  any  payments  which  ought 
at  that  time  to  be  made,  according  to  the  requirements  of 
these  presents,  into  the  sinking  fund  herein  provided  ;  and  if 
any  half-year's  interest  on  the  said  sinking  fund  bonds  shall  at 
that  time  have  partially  accrued,  retaining  and  reserving,  in  the 
discretion  of  the  said  trustee,  from  such  proceeds,  the  means 
to  pay  such  half-year's  interest  at  maturity  ;  secondly,  after 
paying  and  retaining  as  aforesaid,  to  the  payment  of  the 
interest  then  due  on  those  of  the  said  bonds,  not  herein 
designated  as  sinking  fund  bonds,  in  the  order  aforesaid,  to 
the  persons  holding  the  coupons  evidencing  the  right  to  such 
interest ;  and  after  paying  in  full  all  such  interest  to  the  pay- 
ment of  the  principal  of  those  of  the  said  bonds,  not  herein 
designated  as  sinking  fund  bonds,  whether  such  principal  be 
then  due  or  not ;  and  in  case  the  portion  of  the  said  proceeds 
which  may  be  applicable  to  either  of  the  aforesaid  classes  of 
payments  shall  not  be  sufficient  to  make  the  payment  of  such 
class  in  full,  the  said  portion  shall  be  applied  ratably  towards 
the  said  payments.  But,  if  the  said  sale  or  sales  shall  have 
been  made,  in  the  first  instance,  so  as  to  discharge  the  prior 
lien  created  by  these  presents  in  favor  of  such  of  the  aforesaid 


55 

bonds  as  are  herein  designated  as  sinking  fund  bonds  ;  or  if 
any  sale  or  sales  of  the  said  premises  shall  at  any  time  be  made 
so  as  to  discharge  the  aforesaid  lien,  then,  and  in  either  of  such 
cases,  the  said  trustee,  after  deducting  just  allowances,  and 
paying,  as  hereinbefore  more  fully  specified  for  the  case  of 
sale,  shall  apply  the  net  proceeds  of  such  sale  or  sales,  in  the 
manner  following:  first,  to  the  payment  of  the  interest 
then  due  on  such  of  the  aforesaid  bonds  as  are  herein 
designated  as  sinking  fund  bonds,  in  the  order  in  which  said 
interest  shall  have  become  due,  and  to  the  persons  holding 
the  coupons  evidencing  the  right  to  such  interest,  and  next  to 
the  payment  of  the  principal  of  the  said  sinking  fund  bonds, 
whether  such  principal  be  then  due  or  not;  and  the 
residue,  after  making  the  said  payments  in  full,  and  after 
refunding,  with  interest  at  seven  per  cent.,  any  advances 
to  pay  interest  on  the  said  sinking  fund  bonds,  which  may 
have  been  made  or  procured  to  be  made  in  pursuance  of  any 
resolution  or  authority  of  holders  of  a  majority  in  amount  of 
the  second  class  of  the  bonds,  to  the  payment  of  the  interest 
then  due  on  such  of  the  aforesaid  bonds  as  are  not  herein 
designated  as  sinking  fund  bonds  in  the  order  in  which  such 
interest  shall  have  become  due,  and  to  the  persons  holding 
the  coupons,  evidencing  the  right  to  such  interest ;  and  next 
thereafter  to  the  payment  of  the  principal  of  the  said  last 
mentioned  bonds,  whether  such  principal  be  then  due  or  not; 
and  in  case  the  portion  of  the  said  proceeds  which  may  be 
applicable,  according  to  the  aforesaid  order  of  priority,  to  any 
of  the  aforesaid  classes  of  payments,  shall  not  suffice  to  make 
the  payments  of  such  class  in  full,  the  said  portion  shall  be 
applied  ratably  towards  the  said  payments. 

And  it  is  hereby  declared,  that  the  receipt  or  receipts  of 
the  said  trustee  shall  be  a  sufficient  discharge  to  the  pur- 
chaser or  purchasers  of  the  premises,  or  any  part  thereof,  for 
his  or  their  purchase  money  ;  and  that  such  purchaser  or 
purchasers,  his  or  their  heirs,  executors  or  administrators, 
shall  not,  after  payment  thereof,  and  having  such  receipt,  be 
liable  to  see  to  its  being  applied  upon  or  for  the  trusts  and 
purposes  of  these  presents,  or  in  any  manner  howsoever  be 
answerable  for  any  loss,  misapplication  or  non-application  of 
such  purchase  money,  or  any  part  thereof,  or  be  obliged  to 
inquire  into  the  necessity,  expediency  or  authority  of  or  for 
any  such  sale  or  sales. 

Provided,  always,  and  the  grant  and  conveyance  herein 
contained  are  upon  tiie  express  condition  that  if  the  said 
parties  of  the  first  part  shall  well  and  truly  pay,  or  cause  to  be 


56 

paid,  the  interest  on  the  said  bonds,  so  issued  or  to  be  issued 
as  aforesaid,  as  the  same  shall  fall  due  and  be  demanded,  and 
also  the  principal  thereof,  when  the  same  shall  fall  due,  or 
shall  exhibit  the  said  bonds,  cancelled,  to  the  said  party  of 
the  second  part,  or  his  successor  in  the  said  trust,  then  the 
estate,  title  and  interest  of  the  party  of  the  second  part,  and 
his  successors  in  the  trust,  shall  cease,  determine  and  become 
void  ;  but  otherwise  they  shall  remain  in  full  force  and 
virtue. 

And  the  said  parties  of  the  first  part  hereby  covenant  and 
agree  to  and  with  the  said  party  of  the  second  part  and  his 
successors,  that  in  case  default  shall  be  made  by  the  said 
parties  of  the  first  part,  or  their  successors  or  assigns,  in  the 
payment  of  any  half-year's  interest,  on  any  of  the  bonds  herein 
designated  as  sinking  fund  bonds,  at  the   time  and  in  the 
manner  in  the  coupon  issued  therewith  provided,  the  said 
coupon  having  been  presented,  and  the  payment  of  the  inter- 
est therein  specified  been  demanded  ;  and  in  case  such  de- 
fault shall  continue  for  the  period  of  six  months  after  the 
said  coupon  shall  have  become  due,  then  and  in  that  case  the 
principal  of  the  bonds  in  respect  to  which  such  default  shall 
have   happened  shall  become,  and   at  the  election   of  the 
said  trustee,  to  be  made  at  any  time  without  notice,  the 
principal  of  all  the  said  bonds  of  both  classes  shall  become 
due  and  payable,  any  thing  therein  contained  to  the  contrary 
notwithstanding ;   and   in   case  default  shall   be  made  and 
continue  as  aforesaid,  in  the  payment  of  any  half-year's  in- 
terest on  any  of  the  aforesaid  bonds  of  the  second  class,  then, 
and  in  that  case,  the  principal  of  the  bonds  in  respect  to 
which  such  default  shall  have  happened  shall  become,  and 
at  the  election  of  the  said  trustee,  to  be  made  at  any  time 
without  notice,  the  principal  of  all  of  the  said  bonds  of  the 
second  class  shall  become  due  and  payable,  any  thing  there- 
in  contained   to   the   contrary   notwithstanding ;  provided, 
nevertheless,  that  the  operation  of  this  provision  may  be  sus- 
pended in  the  cases  and  in  the  manner  hereinafter  expressed. 
And  the  said  parties  of  the  first  part  hereby  further  cove- 
nant and  agree  to  and  with  the  said  party  of  the  second 
part  and  his  successors,  that  for  the  further  security  and  ulti- 
mate redemption  of  such  of  the  aforesaid  bonds  as  are  herein 
designated  as  sinking  fund  bonds,  the  said  parties  of  the  first 
part,  their  successors  or  assigns,  will,  on  or  before  the  first  day 
of  December,  in  each  and  every  year,  until  the  principal  of 
the  said  bonds  shall  be  wholly  paid,  beginning  on  the  first 
day  of  December,  in  the  year  one  thousand  eight  hundred 


57 

and  sixty-four,  set  apart  and  appropriate,  out  of  the  earnings 
of  the  said  railway  for  the  preceding  year,  and  will,  on  or 
before  the  said  day,  deposit  with,  and  pay  to  the  trustee,  for 
the  time  being,  the  full  sum  of  twenty-five  thousand  dollars  ; 
which  sum,  together  with  all  accumulations  of  interest  there- 
on that  may  actually  come  into  the  hands  of  the  said  trustee, 
shall  be  laid  out  and  invested  by  the  said  trustee  in  the  pur- 
chase of  bonds,  herein  designated  as  aforesaid,  provided  the 
same  can  be  purchased  at  a  rate  not  exceeding  the  par  of 
said  bonds,  and  interest;  and  the  bonds  so  purchased  shall 
be  held  by  the  said  trustee,  and  immediately  stamped  or  en- 
dorsed as  belonging  to  the  said  sinking  fund,  but  shall  con- 
tinue in  force,  and  the  interest  thereon  shall  continue  to  be 
paid  by  the  parties  of  the  first  part,  and  the  amount  thereof 
shall  be  added  to  and  applied  as  a  part  of  the  capital  of  the 
sinking  fund  hereby  established,  and  be  laid  out  and  invested 
in  the  manner  and  within  the  limitation,  as  herein  pro- 
vided. 

And  preparatory  to  the  purchase  of  bonds  as  aforesaid,  the 
said  trustee  shall  give  thirty  days'  notice  thereof,  in  two  or 
more  of  the  daily  newspapers  published  in  the  city  of  New- 
York,  and  shall  make  the  said  purchase  at  the  lowest  price 
or  prices  at  which  the  same  may  be  offered  in  pursuance  of 
such  notice,  or  at  such  lower  price  or  prices  as  he  may  be 
able  to  obtain  the  same,  but  not  exceeding  the  par  and  in- 
terest of  said  bonds ;  and  in  case  the  said  bonds  cannot  be 
purchased  at  par  and  interest,  as  above,  within  three  months 
after  the  expiration  of  the  notice  aforesaid,  then  the  said 
trustee  may,  in  his  discretion,  invest  the  said  sinking  fund 
moneys  in  the  purchase  of  the  bonds  of  the  second  class,  at 
the  lowest  prices,  not  exceeding  par  and  interest,  at  which 
they  may  be  obtained,  after  notice  as  aforesaid. 

And  the  said  trustee  shall  furnish  an  annual  statement  or 
exhibit,  to  be  submitted  to  the  stockholders  at  their  annual 
meeting,  of  the  number  and  denomination  of  the  bonds  so 
purchased  by  him  for  the  sinking  fund ;  which  bonds  he  shall 
also  cause  to  be  transferred  and  registered  on  the  Bond  Regis- 
ter, kept  in  the  office  or  agency  of  the  parties  of  the  first  part, 
in  the  City  of  New- York,  in  the  name  of  "The  Trustee  of  the 
Sinking  Fund ;"  so  that  the  said  Register  will,  at  all  times, 
show  what  bonds  belong  to  said  sinking  fund  ;  and  the  said 
trustee  may  vote  on  such  bonds.  And  the  said  trustee  shall 
and  will  at  all  times,  on  reasonable  notice  and  request,  fur- 
nish to  the  party  of  the  first  part  a  particular  statement  or 
account,  exhibiting  the  condition  of  the  said  sinking  fund. 


58 

And  the  said  parties  of  the  first  part  hereby  agree  with  the 
said  party  of  the  second  part,  and  his  successors,  that  the 
said  parties  of  the  first  part  will  not  at  any  time  hereafter  use 
or  appropriate  any  of  the  proper  earnings  of  the  railway 
hereby  conveyed,  or  incur  any  debt  or  liability  for  any  pur- 
pose other  than  the  completing,  equipping,  operating,  repair- 
ing or  replacing  of  the  said  railway  or  its  appurtenances, 
providing  facilities  for  its  business,  paying  liens  on  its  property, 
or  carrying  on  its  proper  transactions,  unless  with  the  consent, 
in  writing,  of  the  holders  of  a  majority  in  amount  of  each 
class  of  the  aforesaid  bonds,  first  had  and  obtained,  or  by 
resolutions  at  meetings  duly  held  of  the  said  two  classes. 

And  the  said  parties  of  the  first  part  hereby  further 
covenant  and  agree  to  and  with  the  said  party  of  the 
second  part,  and  his  successors,  that  a  book  shall,  at  all 
times  hereafter,  be  kept  by  the  parties  of  the  first  part 
and  their  successors,  at  their  office  or  agency  in  the  City  of 
New- York,  which  shall  be  designated  as  the  Voting  Register 
of  the  First  Mortgage  Bondholders,  and  shall  be  distinct  from 
the  Transfer  Register  of  the  bonds  ;  that  the  registry  therein 
contained  of  the  two  classes  of  bonds  secured  by  these  presents 
shall  be  kept  separately  ;  that  any  holder  of  any  of  the  said 
bonds  shall  be  entitled  to  have  his  name  and  address,  and  the 
class  and  denomination  of  every  of  the  said  bonds  held  by  him, 
entered  in  such  registry  on  presenting,  at  the  aforesaid  office 
or  agency,  a  written  statement,  of  the  said  particulars,  signed 
by  himself;  and,  if  required,  duly  verifying  his  title  thereto 
by  producing  the  bonds,  or  in  such  other  mode  as  may  be 
prescribed  by  the  regulations  for  such  verification  ;  that  the 
parties  of  the  first  part  may,  in  the  first  instance,  prescribe  the 
said  regulations,  subject  to  the  power  hereby  declared  of  the 
bond  holders  of  each  class,  acting  by  a  majority  in  interest,  to 
adopt,  alter  or  repeal,  from  time  to  time,  the  said  regulations, 
and  generally  to  establish  such  as  seem  to  them  expedient ; 
that  such  registration  shall  authenticate  the  right  of  the  holder 
of  every  bond  so  registered  to  vote  on  the  said  bond,  as  pro- 
vided therein,  at  every  general  and  special  meeting  of  tlie  stock- 
holders of  the  said  parties  of  the  first  part;  and  shall  also  en- 
title the  said  holder  to  notice,  in  such  mode  and  form  as  may 
be  fixed  by  regulations  prescribed  or  established  as  aforesaid, 
of  all  meetings  of  his  class  of  the  first  mortgage  bondholders; 
that  the  trustee  for  the  time  being  shall  at  all  times  have  free 
access  to  such  book  of  registry,  and  shall,  from  time  to  time, 
and  at  all  times,  on  his  request  in  writing,  be  furbished  with 
a  copy  thereof  by  the  parties  of  the  first  part ;  but,  neverthe- 


59 

less,  shall  have  a  right  to  require,  at  his  option,  that  any  act 
or  resolution  of  the  said  bondholders  of  either  cla<s  affecting 
his  duties  or  the  interest  of  the  trust  hereby  created,  shall  be 
authenticated  by  the  signatures  of  all  the  persons  assenting 
thereto,  as  well  as  by  a  minute  of  the  proceedings  of  the 
meeting  ;  that  meetings  of  either  or  both  of  the  said  classes 
of  the  first  mortgage  bondholders  may  be  called  by  the 
trustee  for  the  time  being,  or  in  such  other  mode  as  may  be 
fixed  by  regulations  prescribed  or  established  as  aforesaid, 
and  the  bondholders  may  vote  thereat  in  person  or  by  proxy  ; 
and  that  such  other  regulations  or  by-laws  in  respect  to  such 
meetings  may  be  from  time  to  time  made  and  established  by 
the  bondholders  of  each  class,  acting  by  a  majority  in  inter- 
est, as  to  them  shall  seem  expedient. 

And  the  parties  of  the  first  part  hereby  covenant  to 
and  with  the  party  of  the  second  part  and  his  several  suc- 
cessors in  the  trust  hereby  created,  and  his  and  their  re- 
spective assigns,  that  the  parties  of  the  first  part,  and  their 
successors  and  assigns,  shall  and  will,  from  time  to  time, 
and  at  all  times  hereafter,  execute,  deliver  and  acknow- 
ledge all  and  every  such  further  deeds,  conveyances  and 
assurances  in  the  law  for  the  better  assuring  unto  the  party 
of  the  second  part  and  his  several  successors  in  the  trust 
hereby  created,  and  his  and  their  respective  heirs  and  as- 
signs, of  the  premises  in  manner  as  above  conveyed  or  ex- 
pressed, or  intended  to  be  conveyed,  as  well  in  reference  to 
property  or  things  at  any  time  or  times  hereafter  acquired, 
as  to  such  as  are  now  owned  or  possessed  by  the  parties  of  the 
first  part,  or  for  the  better  effectuating  of  the  intent  and  ob- 
jects of  these  presents,  as  by  the  said  party  of  the  second 
part,  or  his  several  successors  in  the  trust  hereby  created,  or 
his  or  their  respective  assigns,  or  his  or  their  counsel  learned 
in  the  law,  shall  be  reasonably  advised,  devised  or  required  : 
And  -that  the  above  described  premises,  and  every  part 
thereof,  in  the  quiet  and  peaceable  possession  of  the  said 
party  of  the  second  part,  and  his  several  successors  in  the 
trust  hereby  created,  and  his  and  their  respective  heirs  and 
assigns,  against  all  and  every  person  or  persons  lawfully 
claiming,  or  to  claim  the  whole,  or  any  part  thereof,  the  said 
parties  of  the  first  part  shall  and  will  warrant  and  forever 
defend. 

It  is  mutually  agreed,  by  and  between  the  parties  hereto, 
that  it  shall  be  the  duty  of  the  trustee  for  the  time  being  to 
exercise  the  power  of  entry,  or  the  power  of  sale  hereby 
granted,  or  both,  upon  the  requisition,  in  writing,  as  herein- 


60 

after  specified  as  applicable  to  the  several  cases  of  de- 
fault, subject  to  the  qualifications  hereinafter  expressed,  in 
the  manner  hereinafter  provided,  as  follows  : 

1.  If  the  default  be  as  to  the  interest  or  principal  of  the 
sinking  fund  bonds,  the  requisition  shall  be  by  holders  of  one 
hundred  thousand  dollars  of  the  sinking  fund  bonds,  or  hold- 
ers of  one  million  dollars  of  bonds  of  the  second  class  ;  but, 
in  both  such  cases,  holders  of  a  majority  in  amount  of  the 
sinking  fund  bonds  may  instruct  the  trustee  to  defer  the  en- 
try for  periods  which  shall  not  exceed  six  months  at  any  one 
time,  or  one  year  in  all  from  the  accrual  of  the  right  of  entry, 
and  may  instruct  the  said  trustee  to  defer  the  exercise  of  the 
power  of  sale  for  like  periods  ;  and  the  said  majority  may 
also,  for  the  period  for  which  such  entry  or  sale  shall  be  de- 
ferred, suspend  the  provision  of  the  said  sinking  fund  bonds, 
whereby,  on  default  in  respect  to  interest,  as  in  the  said 
bonds  specified,  the  principal  thereof  would  become  due. 

2.  If  the  default  be  as  to  interest  or  principal  of  bonds  of 
the  second  class,  the  requisition  shall  be  by  holders  of  three 
hundred  thousand  dollars  of  such  bonds ;  but  holders  of  a 
majority  in  amount  of  the  bonds  of  the  second  class  may  in- 
struct the  trustee  to  defer  the  entry  or  the  exercise  of  the 
power  of  sale,  from  time  to  time,  in  their  discretion,  but  for 
periods  not  exceeding  one  year  at  any  one  time ;  and  the  said 
majority  may  also,  in  like  manner,  suspend  the  provision  of 
the  bonds  of  the  second  class,  whereby,  on  default  in  respect 
to  interest,  as  in  the  said  bonds  specified,  the  principal  there- 
of would  become  due,  whether  such  default  be  in  respect  to 
interest  on  either  the  first  or  second  class  of  the  said  bonds. 

3.  If  the  default  be  as  to  any  payment  into  the  sinking 
fund  herein  provided  for  bonds  of  the  first  class,  the  requisi- 
tion shall  be  by  holders  of  a  majority  in  amount  of  such  bonds ; 
but  such  holders  may  instruct  the  trustee  to  defer  or  omit  the 
entry  and  the  exercise  of  the  power  of  sale  according  fo  their 
discretion ;  and  whether  so  instructed  or  not,  the  trustee,  if 
he  shall  be  satisfied  that  the  said  railway,  being  well  man- 
aged, and  its  net  earnings  fairly  applied,  first  to  the  payment 
of  interest  on  the  sinking  fund  bonds,  and  next  to  the  pay- 
ment of  interest  on  the  bonds  of  the  second  class,  neverthe- 
less fails  to  afford  a  surplus  over  such  payments  sufficient  to 
make  good  the  sinking  fund,  as  herein  provided,  may,  in  his 
discretion,  defer  or  omit  the  exercise  of  the  powers  of  entry 
and  sale. 

4.  If  the  default  be  as  to  any  of  the  covenants,  other  than 
those  above  specified,  the  requisition  shall  be  by  holders  of  a 


61 

majority  in  amount  of  the  sinking  fund  bonds,  or  a  majority 
in  amount  of  the  bonds  of  the  second  class  ;  but  holders  of  a 
majority  in  amount  of  both  classes  united  may  instruct  the 
trustee  to  defer  or  omit  the  exercise  of  the  powers  of  entry 
and  sale,  according  to  their  discretion. 

5.  If  the  default  be  as  to  interest  on  the  bonds  of  the 
second  class,  but  there  be  no  default  in  respect  to  interest  or 
principal  of  the  sinking  fund  bonds,  or  in  payments  into  the 
sinking  fund,  then  and  in  that  case — or  if  at  any  time,  not 
less  than  thirty  days  before  the  time  or  times  notified  for  a 
sale  or  sales  of  the  premises  hereby  conveyed,  by  reason  of 
default  in  respect  to  the  sinking  fund  bonds,  the  payments  so 
in  default  in  respect  to  the  sinking  fund  bonds  shall  be  ad- 
vanced or  paid  to  the  trustee,  under  the  authority  or  with  the 
sanction  of  holders  of  a  majority  in  amount  of  the  bonds  of 
the  second  class,  or  of  a  resolution  adopted  at  a  meeting  duly 
held  of  such  bondholders,  then  and  in  either  of  such  cases  the 
sale  or  sales  of  the  premises  aforesaid  shall  be  made  subject 
to  the  prior  lien  created  by  these  presents  in  favor  of  the 
sinking  fund  bonds  ;  and  if  the  sale  or  sales  be  made  subject 
as  aforesaid,  and  if  a  default  in  the  payment  of  interest  on 
the  said  sinking  fund  bonds  shall  have  happened,  whereby 
the  principal  thereof  would  become  due,  the  said  provision 
shall  be  suspended  by  the  trustee  until  another  default  shall 
happen. 

Provided,  nevertheless,  that  the  aforesaid  provisions  regu- 
lating the  discretion  of  the  trustee  in  the  exercise  of  the 
aforesaid  powers  granted  by  these  presents,  or  either  of  them, 
shall  operate  for  such  purpose  only  as  between  the  trustee 
and  the  bondholders  ;  and  shall  not,  nor  shall  any  of  the  said 
provisions,  avail  or  be  construed  to  operate  as  conditions  to 
the  valid  or  effectual  exercise  of  the  said  powers,  or  either  of 
them,  or  to  defeat  or  affect  any  entry,  sale  or  conveyance 
which  he  may  make  by  virtue  of  the  powers  of  entry  or  sale 
granted  by  these  presents. 

And  it  is  mutually  agreed  by  and  between  the  parties 
hereto,  as  a  condition  on  which  the  party  of  the  second  part 
has  assented  to  these  presents,  that  until  a  default  and  requi- 
sition, as  hereinbefore  defined  and  provided,  the  trustee  for 
the  time  being  shall  not  be  required  to  perform  any  active 
duty  ;  that  the  said  trustee  may  at  all  times  and  in  all  cases 
act  in  the  said  trust  by  one  or  more  of  such  attorneys, 
agents  and  servants  as  he  may  from  time  to  time  appoint  or 
constitute,  as  validly  and  effectually  in  all  respects  as  if  acting 
personally  ;  that  the  said  trustee  shall  not  be,  in  any  manner, 


62 

responsible  for  any  default  or  misconduct  of  any  such  attor- 
ney, agent  or  servant  whom  he  may  at  any  time  so  appoint 
or  constitute,  or  for  any  thing  other  than  his  own  wilful  de- 
fault or  misconduct ;  that  the  said  trustee  shall  be  entitled  to 
just  compensation  for  all  services  which  he  may  hereafter  ren- 
der in  his  trust;  that  a  resolution,  adopted  by  a  majority  in  inte- 
rest of  either  class  of  the  said  bondholders,  requesting,  approv- 
ing or  ratifying  any  act  or  omission  on  the  part  of  the  said  trus- 
tee, shall  be  full  and  conclusive  justification  of  him  as  against 
each  and  all  of  the  holders  of  the  bonds  of  the  said  class,  and 
shall  acquit  and  discharge  him  from  all  accountability  to  such 
holders  for  and  in  respect  to  such  act  or  omission ;  but  this 
provision  shall  not  be  construed  to  authorize  any  deviation 
from  the  rule  established  by  these  presents  for  the  distribution 
of  net  earnings  or  proceeds  of  the  said  railway  and  property 
among  the  bondholders  of  the  said  class,  according  to  the  pro- 
portions of  their  respective  interests ;  that  the  said  trustee  may 
resign  and  discharge  himself  of  the  trust  created  by  these  pre- 
sents by  notice  in  writing  to  the  parties  of  the  first  part,  or 
their  successors  or  assigns,  and  also  to  the  immediate  succes- 
sor of  the  said  trustee,  if  such  successor  shall  have  been  des- 
ignated herein,  or  in  conformity  to  the  provisions  herein  con- 
tained ;  that  the  said  trustee  may  be  removed  by  the  vote  of 
a  majority  in  interest  of  the  holders  of  the  aforesaid  bonds 
of  the  first  class  and  a  vote  of  a  majority  in  interest  of  the 
holders  of  the  aforesaid  bonds  of  the  second  class ;  the  said 
votes  concurring  and  being  had  at  meetings  duly  held  of  the 
said  bondholders,  and  attested  by  an  instrument  under  the 
hands  and  seals  of  the' persons  so  voting,  and  acknowledged 
in  the  manner  required  in  the  States  of  Wisconsin  and  Illi- 
nois in  order  to  entitle  a  conveyance  to  be  recorded  ;  that  in 
case  the  party  of  the  second  part  shall  die,  resign  or  be  re- 
moved, his  immediate  successor  shall  be  William  Allen  But- 
ler, of  the  City  of  New- York  ;  and  in  case  the  said  William 
Allen  Butler  shall  die,  resign  or  be  removed,  or  shall  dis- 
claim or  decline  to  act,  the  second  successor  of  the  said 
trustee  shall  be  William  T.  Booth,  of  the  said  city ;  that 
the  trustee  for  the  time  being  shall  have  power,  with  the 
consent  of  the  holders  of  a  majority  in  amount  of  each  class 
of  the  said  bonds,  if  concurring,  to  remove  any  immediate  or 
other  successor  who  may  have  been  designated,  and  shall 
have  power,  with  the  like  consent,  if  the  majorities  of  such 
classes  concur,  but  if  they  difter,  in  his  own  discretion  to  ap- 
point an  immediate  or  a  second  successor,  in  case  either 
shall  have  died,  resigned  or  been  removed,  or  shall  have  dis- 


63 

claimed  or  declined,  or  become  incapable  or  unfit  to  act ;  and 
shall  have  power,  with  the  consent  of  holders  of  a  majority 
in  amount  of  both  classes  of  the  said  bonds,  to  appoint  not 
exceeding  two  new  trustees  to  be  associated  with  himself  in 
the  trust ;  that  in  case  at  any  time  hereafter  any  trustee  shall 
die  or  resign  or  be  removed,  as  herein  provided,  or  by  a  court 
of  competent  jurisdiction,  or  in  case  any  trustee  shall  become 
incapable  or  unfit  to  act  in  the  said  trust,  and  no  suc- 
cessor shall  have  been  provided  in  conformity  hereto,  a  new 
trustee  or  new  trustees,  not  exceeding  three  in  number,  may 
be  appointed  by  the  holders  of  a  majority  in  amount  of  the 
first  class  of  the  said  bonds ;  that  the  word  trustee,  as  used 
in  these  presents,  shall  be  construed  to  mean  the  trustee  who 
may  be  at  the  time  acting,  or,  if  the  number  be  increased, 
the'  trustees  who  may  be  at  the  time  acting ;  that  upon  the 
accession  or  appointment  of  any  new  trustee  or  trustees,  he 
or  they  shall  become  vested  with  all  the  powers  and  authori- 
ties and  estates  granted  to  or  conferred  upon  the  trustee 
or  the  party  of  the  second  part  by  these  presents,  and  all 
the  rights  and  interests  requisite  to  enable  the  person  or 
persons  so  acceding  or  appointed  to  execute  the  purposes 
of  this  trust,  without  any  farther  assurance  or  conveyance  ; 
but  all  conveyances  and  other  instruments  shall  be  from 
time  to  time  executed  by  the  said  trustee,  and  by  the  parties 
of  the  first  part,  which  the  counsel  of  the  said  trustee  shall 
reasonably  devise  or  advise  for  the  purpose  of  assuring 
the  legal  estate  in  the  premises  to  the  trustee  or  trustees, 
who  shall  for  the  time  being  be  designated  as  successors  in  the 
said  trust,  or  appointed  as  trustee  or  trustees ;  and  upon  the 
death,  resignation  or  removal  of  any  trustee,  or  an  appoint- 
ment in  his  place,  in  pursuance  of  these  presents,  all  his 
powers  and  authorities  by  virtue  hereof  shall  cease ;  and  if  and 
as  soon  as  effectual  provision  shall  have  been  made  for  vesting 
the  legal  estate  in  the  said  premises  in  his  successor  or  suc- 
cessors, all  the  estate,  right,  title  and  interest  of  the  said  trus- 
tee so  dying,  resigning  or  being  removed,  in  the  said  prem- 
ises, shall  be  divested  and  wholly  cease  and  determine. 

And  it  is  hereby  agreed,  between  the  parties  to  this  In- 
denture, that  in  the  mean  time,  and  until  default  shall  be 
made  in  the  payment  of  the  interest  or  principal  of  the  said 
bonds,  or  of  some  of  them,  or  some  part  thereof,  or  in  the 
payments  into  the  sinking  fund,  or  in  some  of  the  covenants 
or  agreements  herein  contained,  to  be  kept  by  the  said  parties 
of  the  first  part,  it  shall  be  lawful  for  the  said  parties  of  the 
first  part  and  their  successors,  peaceably  and  quietly  to  have, 


64 

hold,  Tise,  possess  and  enjoy  the  said  premises,  with  the  ap- 
purtenances, and  to  receive  the  incomes,  tolls,  rents,  issues 
and  profits  thereof,  to  their  own  nse  and  benefit,  without 
any  hindrance  or  interruption,  suit  or  disturbance  what- 
soever of  or  by  the  said  party  of  the  second  part,  or  his 
successors  in  the  trust,  or  any  other  person  whatever,  lawfully 
claiming  or  to  claim  the  same  by,  from  or  under  him  or  them, 
or  any  of  them. 

IN  TESTIMONY  WHEREOF,  the  said  parties  of  the  first  part  have, 
caused  their  corporate  seal  to  be  affixed  to  these  presents,  and 
the  same  to  be  attested  by  the  signatures  of  their  President 
and  Treasurer,  and  the  said  party  of  the  second  part  has 
hereunto  set  his  hand  and  seal,  to  testify  his  acceptance  of 
the  said  trust,  the  day  and  year  first  above  written. 

~W.  B.  OGDEJ*,  President. 
[L.  s.]        E.  W.  HUTCHINGS,  Treasurer. 
SAMUEL  J.  TILDEN.     [L.  s.] 

Signed,  sealed  and  delivered  in  the  ) 
presence  of  f 

H.  H.  BOODT, 

EDWIN  F.  COBEY,  JU'K. 


UNITED  STATES  OF  AMERICA,  ) 

STATE  OF  NEW- YORK,  CITY  AND  COUNTY  OF  NEW- YORK,  \  "' 

Be  it  known,  that  on  the  seventh  day  of  October,  ia 
the  year  one  thousand  eight  hundred  and  fifty-nine,  before 
me,  the  undersigned,  Edwin  F.  Corey,  Junior,  resident  in  the 
City  of  New- York,  and  a  commissioner,  duly  commissioned 
and  qualified  by  the  executive  authority  and  under  the  laws 
of  the  State  of  Wisconsin,  to  take  acknowledgment  of  deeds, 
<fec.,  to  be  used  or  recorded  therein,  and  a  public  notary  in 
and  for  the  State  of  New- York,  by  Letters  Patent  under  the 
Great  Seal  of  State,  duly  commissioned  and  sworn,  personally 
appeared  WILLIAM  B.  OGDEN,  EDWARD  W.  HUTCHINGS  and 
SAMUEL  J.  TILDEN,  to  me  personally  known  to  be  the  real  per- 
sons described  in,  and  who  executed  the  foregoing  instrument. 
And  the  said  WILLIAM  B.  OGDEN,  being  by  me  duly  sworn, 


65 

said,  that  he  resides  in  the  City  of  Chicago  and  State  of  Illinois, 
and  that  he  is  the  President  of  the  Chicago  and  North  Western 
Railway  Company  ;  that  the  seal  affixed  to  the  foregoing  in- 
strument is  the  common  and  corporate  seal  of  said  company, 
and  was  affixed  thereto  by  their  authority ;  and  that  he,  as 
President,  and  EDWARD  W.  HUTCHINGS,  as  Treasurer,  sub' 
scribed  their  names  thereto,  by  the  like  authority ;  and  that 
said  EDWARD  "W.  HUTCBINGS  is  the  Treasurer  of  the  said  com- 
pany. And  said  EDWARD  W.  HUTCHINGS  acknowledged  that 
he  executed  said  instrument  on  behalf  of,  and  as  the  act  and 
deed  of  the  said  railway  company,  for  the  uses  and  purposes 
therein  mentioned. 

And  the  said  SAMUEL  J.  TILDEN  personally  acknowledged 
that  he  executed  the  said  instrument  freely,  and  for  the  pur- 
pose therein  stated.  And  I  hereby  certify  that  the  said  in- 
strument is  executed  and  acknowledged  according  to  the  laws 
of  the  State  of  New- York. 

In  testimony  whereof,  I  have  hereunto  set  my  hand  and 
affixed  my  seals  of  office,  as  such  NOTARY  and  COMMISSIONER-, 
at  my  office,  in  the  City  of  New- York,  the  day  and  year  first 
above  written. 

[L.  B.]  [L.  s.]  EDWIN  F.  COREY.  Ju's. 


(Form  of  Second  Mortgage.) 

THIS  INDENTURE,  made  this  first  day  of  August,  in 
the  year  of  our  Lord  one  thousand  eight  hundred  and  fifty- 
nine,  between  the  CHICAGO  AND  NORTH  WESTERN  RAILWAY 
COMPANY,  of  the  first  part,  and  EDWARD  W.  HUTCHINGS,  of  the 
City  of  Boston,  and  State  of  Massachusetts,  of  the  second  part : 

Whereas  the  said  parties  of  the  first  part  are  a  corporation, 
duly  formed  and  organized  in  pursuance  of  a  statute  of  the 
State  of  Wisconsin,  entitled  "  An  act  to  facilitate  and  authen- 
ticate the  formation  of  a  corporation,  by  the  purchasers  of 
the  Chicago,  St.  Paul  and  Fond  du  Lac  Rail-Road  Compa- 
ny," approved  March  14th,  1859,  and  of  the  laws  of  the  State 
of  Wisconsin  ;  and  are  likewise  a  corporation  duly  formed 
and  organized  in  pursuance  of  a  statute  of  the  State  of  Illi- 
nois, entitled  "  An  act  to  authorize  the  sale  of  the  Chicago, 
St.  Paul  and  Fond  du  Lac  Rail-Road,  and  to  enable  the  pur- 
chasers thereof  to  form  a  corporation,"  approved  February 
19th,  1859,  and  of  the  laws  of  the  State  of  Illinois. 

AND  WHEREAS  the  said  parties  of  the  first  part  have  become 
vested  with  the  title  to  the  rail-road  formerly  known  as  the 
Chicago,  St.  Paul  and  Fond  du  Lac  Rail-Road,  with  its  ap- 
purtenances, and  of  other  property  and  franchises  formerly 
owned  or  possessed  by  the  Chicago,  St.  Paul  and  Fond  du 
Lac  Rail-Road  Company,  by  deed  bearing  date  the  first  day 
of  July,  one  thousand  eight  hundred  and  fifty-nine,  and 
made  and  delivered  to  the  parties  of  the  first  part,  by 
Samuel  J.  Tilden  and  Ossian  D.  Ashley,  purchasers  of 
the  said  rail-road  property  and  franchises,  in  conformity  to 
the  aforesaid  statutes  and  to  the  laws  of  the  said  States. 

And  whereas,  for  the  purpose  of  funding  debts  which. are 
liens  upon  certain  of  the  aforesaid  property,  or  have  been  as- 
sumed by  the  parties  of  the  first  part,  as  well  as  for  the  pur- 
pose of  paying  the  consideration  of  the  agreement  between 
the  said  parties  of  the  first  part  and  the  aforesaid  purchasers, 
whereby  the  said  railway  and  property  were  acquired,  the 
said  parties  of  the  first  part  have  resolved,  in  addition  to  the 
bonds  issued  and  designated  as  first  mortgage  bonds,  and 
secured  by  a  trust  deed  to  Samuel  J.  Tilden,  trustee,  and 
bearing  date  on  the  first  day  of  July,  1859,  to  make  and  de- 
liver a  series  of  second  mortgage  bonds,  to  be  secured  by 


67 

these  presents,  amounting  in  the  aggregate  to  two  millions  of 
dollars,  consisting  of  two  thousand  bonds,  of  one  thousand 
dollars  each  ;  which  said  bonds  are  dated  on  the  first  day  of 
July,  one  thousand  eifjht  hundred  and  fifty-nine  ;  are  payable 
on  the  first  day  of  November,  one  thousand  eight  hundred 
and  ninety,  at  the  office  or  agency  of  the  party  of  the  first 
part  in  the  City  of  New- York ;  bear  interest  from  the  first 
day  of  November,  one  thousand  eight  hundred  and  sixty,  at 
the  rate  of  six  per  centum  per  annum,  payable  semi-annually 
at  the  said  office  or  agency,  on  the  first  days  of  May  and  No- 
vember in  each  year ;  are  equally  secured  by  this  instrument, 
and  are  in  the  form  following  : 

No.  UNITED  STATES  OF  AMERICA.        $1,000. 

STATES  OF  ILLINOIS  AND  WISCONSIN. 
CHICAGO  AND  NORTH  WESTERN  RAILWAY  COMPANY. 

SECOND  MORTGAGE  BOND. 

Know  all  men  by  these  presents,  that  the  Chicago  and 
North  Western  Railway  Company  are  indebted  to  E.  W. 
Hutchings,  of  the  City  of  Boston,  or  bearer,  in  the  sum  of  one 
thousand  dollars,  lawful  money  of  the  United  States  of 
America,  which  the  said  Company  promise  and  agree  to  pay 
to  the  said  E.  W.  Hutchings,  or  bearer  hereof,  on  the  first 
day  of  November,  A.  D.  one  thousand  eight  hundred  and 
ninety,  at  the  office  or  agency  of  the  said  company  in  the 
City  of  New-York,  with  interest  thereon  from  the  first  day  of 
November,  one  thousand  eight  hundred  and  sixty,  at  the  rate 
of  six  per  centum  per  annum,  payable  semi-annually  by  the 
said  company  at  their  office  or  agency  in  the  City  of  New- 
York,  on  the  first  day  s  of  May  and  November  in  each  year,  on 
the  presentation  and  surrender  of  the  annexed  coupons  as 
they  severally  become  due.  And  in  case  of  the  non-payment 
of  interest  for  any  half  year,  if  demanded,  and  the  same  re- 
maining in  arrear  for  six  months  thereafter,  the  principal 
shall  become  due  and  payable,  as  provided  in  the  trust  deed 
hereinafter  mentioned. 

This  bond  is  one  of  a  series  of  bonds  of  the  same  tenor, 
date  and  denomination,  amounting  in  the  aggregate  to  two 
millions  of  dollars,  the  payment  of  which  is  secured  by  a 
deed  of  trust,  duly  executed  and  delivered  by  the  said  rail- 
way company  to  E.  W.  Hutchings,  trustee,  and  conveying 


68 

the  railway  of  the  said  company  from  Chicago  to  a  point 
twenty  miles  northerly  from  Fond  du  Lac,  and  all  the  depot 
grounds,  depots,  equipments  and  other  things  pertaining 
thereto,  and  all  the  franchises  of  the  said  company,  as  by 
reference  to  the  said  trust  deed,  bearing  date  on  the  first  day 
of  August,  A.  D.  1859,  and  duly  recorded,  will  more  fully 
appear;  subject,  however,  to  the  prior  lien  of  a  trust  deed 
bearing  date  on  the  first  day  of  July,  1859. 

This  bond  entitles  the  person  registered  on  the  books  of 
the  company,  as  the  holder  thereof  at  the  time  of  any  gene- 
ral or  special  meeting  of  the  stockholders,  to  one  vote  for 
every  one  hundred  dollars  of  the  par  amount  thereof,  as  a 
special  stock  created  under  the  Act  of  the  State  of  Wisconsin, 
approved  March  14th,  1859,  and  the  laws  of  that  State  and 
of  Illinois,  but  such  stock  is  not  subject  to  assessment  or  en- 
titled to  dividends. 

This  bond  shall  not  be  valid  or  obligatory  until  it  shall 
have  been  authenticated  by  a  certificate  endorsed  hereon, 
and  duly  signed  by  the  said  trustee  or  his  successor. 

This  bond  may  pass  by  delivery,  or  it  may  be  registered 
on  the  books  of  the  company  at  the  option  of  any  holder ; 
and  after'such  registration  and  the  endorsement  of  a  certifi- 
cate thereof  upon  the  bond,  no  transfer  shall  be  valid  unless 
such  transfer  be  registered  and  endorsed  as  aforesaid,  or  un- 
less the  last  registration  be  to  bearer  or  in  blank. 

In  witness  whereof,  the  said  company  have  caused  their 
corporate  seal  to  be  hereto  affixed,  and  their  president  and 
treasurer  to  sign,  and  their  secretary  to  countersign  the 
same,  and  have  also  caused  the  coupons  hereto  annexed  to 
be  signed  by  their  assistant  secretary,  this  first  day  of  July, 
in  the  year  of  our  Lord  one  thousand  eight  hundred  and  fifty- 
nine. 

President. 

Countersigned  by 

Treasurer. 
Secretary. 

All  of  which  bonds,  so  issued  or  to  be  issued,  are  hereby 
declared  and  agreed  to  be  given  as  consideration  for  the  pur- 
chase of  the  said  railway,  property,  rights  and  franchises,  as 
hereinbefore  recited. 

NOW  THIS  INDENTURE  witnesseth,  that  the  parties 
of  the  first  part,  in  consideration  of  the  premises,  and  of 
one  dollar  to  them  in  hand  paid,  the  receipt  whereof  is  here- 


69 

by  acknowledged,  and  in  order  to  secure  the  payment  of  the 
principal  and  interest  of  the  bonds  aforesaid,  issued  or  to  be 
issued  as  herein  recited  and  provided,  and  every  part  of  the 
said  principal  and  interest,  as  the  same  shall  become  payable, 
according  to  the  tenor  of  the  said  bonds,  and  of  the  coupons 
thereto  annexed,  have  granted,  bargained,  sold,  conveyed  and 
transferred,  and  doth,  by  these  presents,  grant,  bargain,  sell, 
convey  and  transfer  unto  the  party  of  the  second  part,  and 
his  heirs  and  assigns,  and  unto  the  successors  of  the  said  party 
of  the  second  part  in  the  trust  hereinafter  created  and  set 
forth,  and  the  respective  heirs  and  assigns  of  such  successors, 
all  the  railway  of  the  parties  of  the  first  part,  extending  from 
the  City  of  Chicago,  in  the  State  of  Illinois,  to  a  point  twenty 
miles  northerly  from  the  City  of  Fond  du  Lac,  and  about 
four  miles  northerly  from  the  City  of  Oshkosh,  in  the  State  of 
Wisconsin,  by  way  of  the  Cities  of  Janesville,  Fond  du  Lac 
and  Oshkosh,  in  the  said  State,  and  including  that  portion  of 
the  said  railway  between  the  said  cities  of  Janesville  and  the 
La  Crosse  or  Minnesota  Junction,  which  is  now  in  process  of 
construction,  as  the  same  shall  be  hereafter  finished,  as  fully 
and  effectually  as  if  the  whole  of  the  said  railway  were  com- 
pleted before  the  execution  of  these  presents ;  including  all 
the  railways,  ways  and  rights  of  way,  depot  grounds  and 
other  lands;  all  tracks,  bridges,  viaducts,  culverts,  fences 
and  other  structures ;  all  depots,  station  houses,  engine  houses, 
car  houses,  freight  houses,  wood  houses  and  other  buildings; 
and  all  machine  shops  and  other  shops;  whether  now  held  or 
hereafter  acquired  for  use,  in  connection  with  the  said  rail- 
way or  the  business  thereof;  and  including,  also,  all  locomo- 
tives, tenders,  cars  and  other  rolling  stock  or  equipment,  and 
all  machinery,  tools,  implements,  fuel  and  materials  for  the 
constructing,  operating,  repairing  or  replacing  the  said  rail- 
way, or  any  part  thereof,  or  any  of  its  equipment  or  appurte- 
nances, whether  now  held  or  hereafter  acquired  ;  all  of  which 
things  are  hereby  declared  to  be  appurtenances  and  fixtures  of 
the  said  railway  ;  and  also  all  franchises  connected  with  or  re- 
lating to  the  said  railway,  or  the  construction,  maintenance 
or  use  thereof,  now  held  or  hereafter  acquired  by  the  said 
parties  of  the  first  part;  and  all-corporate  and  other  franchises 
which  are  now  or  may  be  hereafter  possessed  or  exercised  by 
the  said  parties  of  the  first  part : 

Together  with  all  and  singular  the  tenements,  heredita- 
ments and  appurtenances  thereunto  belonging  or  in  any  wise 
appertaining,  and  the  reversions,  remainders,  tolls,  incomes, 
rents,  issues  and  profits  thereof;  and  also  all  the  estate,  right, 


title,  interest,  property,  possession,  claim  and  demand  what- 
soever, as  well  in  law  as  in  equity,  of  the  said  parties  of  the 
first  parr,  of,  in  and  to  the  same,  and  any  and  every  part 
thereof,  with  the  appurtenances  :  subject,  nevertheless,  to  all 
and  singular  the  powers  and  authorities  reserved  or  granted, 
in  and  by  a  certain  indenture  made  and  delivered   by  the 
parties  of  the  first  part  to  Samnel   J.  Tilden,  trustee,  and 
bearing  date  the  first  day  of  July,  in  the  year  one  thousand 
eight  hundred  and  fifty-nine,  which  said  powers  and  authori- 
ties, and  each  of  them,  if  anol  so  often  as  exercised,  shall  ope- 
rate to  release  from  the  lien  of  these  presents,  in  the  same 
cases,  in  the  same  manner,  to  the  same  extent,  and  with  the 
same  effect,  as  they  shall  operate  to  release  from  the  lien  of 
the  aforesaid  trust  deed  in  which  they  are  reserved,  granted 
or  declared,  and  to  all    the  reservations,  grants,  conditions 
and  provisions  of  the  said  indenture  ;  and  subject  to  the  prior 
lien  of  the  said  indenture  upon  all  and  singular  the  railway 
and   its  appurtenances,  the  property,  rights,  franchises  and 
things   of  whatsoever  name  or  nature,  conveyed   by   these 
presents,    or    intended    so   to    be;    which    said   indenture 
was  given   to  secure  the  payment  of  several  series  of  bonds 
amounting  in  the  aggregate  to  four  millions  and  six  hundred 
thousand  dollars,  witli  provision  for  the  contingent  issue  of  an 
additional  amount  not  exceeding  two  hundred  and  fifty  thou- 
sand dollars ;  and  also  subject,  nevertheless,  in  respect  to 
certain  of  the  aforesaid  lauds  situate  in  the  City  of  Chicago, 
and  acquired  for  depot,  grounds,  which  are  described  in  a 
trust  deed  of  William  B.  Ogden  to  Azariah  C.  Flagg,  bear- 
ing date  the  first  day  of  January,  one  thousand  eight  hun- 
dred and  fifty-seven,  and  recorded  in  the  office  of  the  Recorder 
of  Cook  County,  in  the  State  of  Illinois,  on  the  twenty-third 
day  of  February,  one  thousand  eight  hundred  and  fifty-seven, 
in  book  one  hundred  and  twenty-one  of  .deeds,  page  three 
hundred  and  sixty-four,  and  to  the  provisions  of  the  said  trust 
deed  and  the  prior  lien  created  thereby  ;  and  in  respect  to 
certain  other  of  the  aforesaid  lands,  also  situate  aud  acquired 
as  aforesaid,  which  are  described  in  a  trust  deed  of  the  suid 
"William  B.  Ogden  to  Richard  H.  Winslow,  bearing  date  on 
the  thirty  -first  day  of   May,  one  thousand   eight  hundred 
and  fiity-eight,  and  recorded  in  the  office  of  the  said   Re- 
corder on  the  seventh  day  of  August,  one  thousand  eight 
hundred  and  fifty-eight,  in  book  one  hundred  and  filty-six 
of  deeds,  page  six  hundred  and  twenty-five,  and  to  the  pro- 
visions of  the  said  last  mentioned  trust  deed,  and  the  prior 
lien  created  thereby;  the  obligations  secured  by  which  said 


71 

incumbrances,  the  parties  of  the  first  part  have  assumed  and 
agreed  to  pay,  and  in  evidence  and  security  thereof,  have 
executed  and  delivered  a  trust  deed  of  the  aforesaid  lands  to 
the  said  Azariah  C.  Flagg,  bearing  date  the  first  day  of  July, 
one  thousand  eight  hundred  and  fifty-nine,  but  to  which,  as 
respects  the  aforesaid  lands,  these  presents  are  subject. 

To  have  and  to  hold  the  above  described  premises  and  ap- 
pnrtenances,  but  subject  to  the  reservations,  conditions  and 
provisions  herein  contained,  nnto  the  said  party  of  the 
second  part,  and  his  heirs  and  assigns,  and  unto  the  several 
successors  of  the  said  party  of  the  second  part,  in  the  trust 
hereby  created,  and  their  respective  heirs  and  assigns,  to  the 
only  proper  use  and  behoof  of  the  said  party  and  his  heirs 
and  assigns,  and  of  the  said  successors  and  their  respective 
heirs  and  assigns,  in  trust,  nevertheless,  for  the  following 
purposes,  to  wit : 

1.  In  case  default  shall  be  made  by  the  parties  of  the  first 
part,  or  their  successors  or  assigns,  in  the  payment  of  any 
interest  on  any  of  the  aforesaid  bonds  according  to  the  tenor 
of  the  coupons  thereto  annexed,  or  in  the  payment  of  any 
principal  of  any  such  bonds,  as  the  same  shall  become  de- 
mandable  ;  and  if  such  default  shall  continue  for  the  period 
of  six  months;  and  if  it  shall  be  determined,  in  the  manner 
hereinafter  provided,  that  such  default  arose  in  whole  or  in 
part  by  reason  of  the  omission  or  neglect  to  apply  upon  or 
towards  the  payment  of  the  said  interest  the  net  earnings  of 
the  said  railway,  after  paying  the  expenses  of  operating,  re- 
pairing and  replacing  the  said  railway,  and  of  conducting  the 
business  thereof,  and  paying  all  taxes,  assessments,  and  all 
charges  upon  the  same,  or  any  part  thereof,  or  upon  any  pro- 
perty embraced  within  these  presents,  so  far  as  the  same  may 
be  due,  and  making  all  payments,  whether  of  interest  or  other- 
wise, which  shall  be  due  or  demandable  according  to  the  pro- 
visions of  the  mortgage  or  trust  deed  hereinbefore  mentioned, 
made  by  the  said  parties  of  the  first  part  to  Samuel  J.  Til- 
den,  or  due  or  demandable  according  to  the  provisions  of  the 
mortgage  or  trust  deed  hereinbefore  mentioned,  made  by  the 
said  parties  of  the  first  part  to  Azariah  0.  Flagg ;  or  if  in- 
stead of  such  determination  in  the  manner  hereinafter  pro- 
vided, a  majority  in  amount  of  the  holders  for  the  time  being 
of  eacli  class  of  the  bonds  secured  by  the  said  trust  deed  to 
the  eaid  Samuel  J.  Tilden  shall  consent,  of  which  consent 
the  certificate  of  the  trustee  or  trustees  for  the  time  being 
under  the  said  trust  deed,  and  executed  and  acknowledged 
or  proved  in  the  manner  required  for  the  recording  of 


72 

conveyances  in  the  States  of  Illinois  and  Wisconsin, 
shall  be  conclusive  evidence;  provided,  nevertheless,  that 
neither  such  determination  nor  such  consent  shall  be  con- 
strued or  shall  avail  in  any  manner  to  impair  or  affect  the 
operation  of  the  said  trust  deed  to  Samuel  J.  Tilden,  or  any 
powers  or  authorities  or  rights  by  virtue  of  the  same,  either 
of  the  trustee  or  any  holder  of  any  bonds  secured  thereby ; 
then,  and  in  either  of  such  cases,  it  shall  be  lawful  for  the 
said  trustee  himself,  or  by  his  attorneys  or  agents,  to  enter  into 
and  upon  all. and  singular  the  premises  hereby  conveyed,  or 
intended  so  to  be,  and  each  and  every  part  thereof;  and 
himself,  or  by  his  attorneys  or  agents,  to  have,  hold,  use  and 
enjoy  the  same ;  himself,  or  by  his  superintendents,  mana- 
gers, receivers  or  servants  operating  the  said  railway,  and 
conducting  the  business  thereof,  and  making,  from  time  to 
time,  all  repairs  and  replacements,  and  all  useful  alterations, 
additions  and  improvements  thereto,  as  fully  as  the  parties  of 
the  first  part  might  have  done  before  such  entry ;  and  to 
collect  and  receive  all  tolls,  freights,  incomes,  rents,  issues 
and  profits  of  the  same,  and  of  every  part  thereof;  and  after 
deducting  the  expenses  of  operating  the  said  railway,  and  con- 
ducting its  business,  and  of  all  the  said  repairs,  replacements, 
alterations,  additions  and  improvements,  and  all  payments  for 
taxes,  assessments,  charges  or  liens  on  the  said  premises,  or  any 
or  every  part  thereof ;  and  after  paying  all  sums  of  money 
whether  as  interest  or  principal,  or  otherwise,  which  shall  be 
or  become  due  or  demandable  according  to  the  provisions  of 
the  aforesaid  trust  deed,  made  by  the  parties  of  the  first  part  to 
Samuel  J.  Tilden,  in  the  manner  and  order  therein  provided, 
and  all  sums  of  money  due  or  demandable  according  to  the 
aforesaid  trust  deed  made  by  the  parties  of  the  first  part,  to  Aza- 
riah  C.  Flagg,  in  the  manner  and  order  therein  provided, 
to  apply  the  residue  of  the  said  net  earnings  to  the  payment 
of  interest  on  the  bonds-  secured  by  these  presents,  in  the 
order  in  which  such  interest  shall  have  become  due  or  shall 
become  due,  and  to  the  persons  holding  the  coupons  eviden- 
cing the  right  to  such  interest ;  and  if  the  moneys  applicable  to 
such  payments  shall  not  suffice  to  make  them  in  full,  the  said 
moneys  shall  be  applied  ratably  towards  such  payment. 
And  in  case  all  the  said  payments  shall  have  been  made  in 
full,  and  no  sale  shall  have  been  made  in  conformity  hereto, 
the  said  trustee  shall  restore  the  possession  of  the  premises 
hereby  conveyed  unto  the  said  party  of  the  first  part,  its 
successors  or  assigns;  provided,  that  if  any  of  the  defaults 
hereinbefore  specified  be  subsequently  made,  such  restoration 


73 

shall  not,  nor  shall  any  previous  entry  be  construed  to  exhaust 
or  in  any  manner  impair  the  powers  of  entry  or  sale,  or  any 
powers  hereby  granted  to  or  conferred  upon  the  said  trustee. 
2.  In  case  default  shall  be  made  as  aforesaid,  and  shall 
continue  as  aforesaid,  and  in  case  the  determination  herein- 
before specified  shall  be  made  in  the  manner  hereinafter  pro- 
vided, or  the  consent  hereinbefore  specified  shall  be  given, 
it  shall  likewise  be  lawful  for  the  said  trustee,  after  entry  as 
aforesaid,  or  other  entry,  or  without  entry,  himself  or  by  his  at- 
torneys or  agents,  to  sell  and  dispose  of  all  and  singular  the  pre- 
mises hereby  conveyed,  or  intended  so  to  be,  or  any  portion 
thereof,  and  all  right,  benefit  and  equity  of  redemption  of  the 
parties  of  the  first  part,  their  successors  and  assigns,  at  public 
auction,  in  the  City  of  New- York,  or  in  the  City  of  Chicago,  or 
in  such  other  place  in  the  State  of  Wisconsin  as  the  said  trustee 
or  his  attorneys  or  agents  may  designate,  or  in  any  one  or  more 
of  those  places,  and  at  such  time  or  times  as  he  or  they  may 
appoint,  having  first  given  notice  of  the  place  or  places,  and 
the  time  or  times  of  such  sale  or  sales,  by  advertisement 
published  not  less  than  three  times  a  week,  for  eight  weeks,  in 
one  or  more  newspapers  in  each  of  said  cities  of  New- York 
and  Chicago,  or  to  adjourn  the  said  sale  or  sales  from  time 
to  time,  in  his  or  their  discretion,  and,  if  so  adjourning,  to 
make  the  same  at  the  time  or  times,  and  place  or  places,  to 
which  the  same  may  be  so  adjourned  ;  and,  as  the  attorney 
in  fact  of  the  said  parties  of  the  first  part,  their  successors  or 
assigns,  for  such  purpose  duly  and  irrevocably  constituted,  or 
in  the  name  of  the  said  trustee,  to  make  and  deliver  to  the 
purchaser  or  purchasers  thereof,  good  and  sufficient  deed  or 
deeds  in  the  law  for  the  same,  in  fee  simple ;  which  sale  or 
sales,  made  as  aforesaid,  shall  be  a  perpetual  bar,  both  in  law 
and  equity,  against  the  said  parties  of  the  first  part,  their 
successors  and  assigns,  and  all  other  persons  claiming  or  to 
claim  the  said  premises,  or  any  part  thereof,  by,  from  or  under 
them,  or  any  of  them ;  and,  after  deducting  from  the 
proceeds  of  such  sale  or  sales,  just  allowances  for  all  expenses 
of  the  said  sale  or  sales,  including  attorneys'  and  counsel  fees, 
and  all  other  expenses,  advances  and  liabilities  which  may 
have  been  made  or  incurred  by  the  said  trustee  in  the  opera- 
ting or  maintaining  the  said  railway,  or  managing  of  its  busi- 
ness, and  all  payments  for  taxes,  assessments,  charges  or  liens 
on  the  said  premises,  or  any  part  thereof,  or  in  administering 
the  said  trust,  as  well  as  compensation  for  his  own  services, 
and  paying  the  lien  created  by  the  aforesaid  trust  deed  ol 
said  parties  of  the  first  part  to  the  said  Azariah  C.  Flagg,  and 


74  ^ 

paying  all  sums  of  money,  whether  as  interest,  principal  or  oth- 
erwise, which  shall  be  then  due  or  demandable,  according  to 
the  provisions  of  the  aforesaid  deed,  made  by  the  said  parties 
of  the  first  part  to  Samuel  J.  Tilden, — to  apply  the  residue  of 
such  proceeds,  after  refunding,  with  interest  at  seven  per  cent., 
any  advances  to  pay  interest  or  principal  of  any  lien  prior  to 
these  presents,  which  may  have  been  made  or  procured  to  be 
made  in  pursuance  of  any  resolution  or  authority  of  holders  of 
a  majority  in   amount  of  the  bonds  hereby  secured, — to 
the  payment  of  the  interest  then  due  on  the  aforesaid  bonds 
secured  by  these  presents,  in  the  order  in  which  such  interest 
shall  have  become  due,  and  to  the  persons  holding  the  cou- 
pons, evidencing  the  right  to  such  interest,  and  next  there- 
after to  the  payment  of  the  principal  of  the  said  last  men- 
tioned bonds ;  and  in  case  the  portion  of  the  said  proceeds 
which  may  be  applicable,  according  to  the  aforesaid  order  of 
priority,  to  any  of  the  aforesaid  classes  of  payments,  shall 
not  suffice  to  make  the  payments  of  such  class  in  full,  the 
said  portion  shall  be  applied  ratably  towards  the  said  pay- 
ments. 

And  it  is  hereby  declared,  that  the  receipt  or  receipts  of 
the  said  trustee  shall  be  a  sufficient  discharge  to  the  pur- 
chaser or  purchasers  of  the  premises,  or  any  part  thereof,  for 
his  or  their  purchase  money ;  and  that  such  purchaser  or 
purchasers,  his  or  their  heirs,  executors  or  administrators, 
shall  not,  after  payment  thereof,  and  having  such  receipt,  be 
liable  to  see  to  its  being  applied  upon  or  for  the  trusts  and 
purposes  of  these  presents,  or  in  any  manner  howsoever,  be 
answerable  for  any  loss  misapplication  or  non-application  of 
such  purchase  money,  or  any  part  thereof,  or  be  obliged  to 
inquire  into  the  necessity,  expediency  or  authority  of  or  for 
any  such  sale  or  sales. 

Provided  always,  and  the  grant  and  conveyance  herein 
contained  are  upon  the  express  condition,  that  if  the  said 
parties  of  the  first  part  shall  well  and  truly  pay,  or  cause  to 
be  paid,  the  interest  on  the  said  bonds,  so  issued  or  to  be 
issued  as  aforesaid,  as  the  same  shall  fall  due  and  be  de- 
manded, and  also  the  principal  thereof,  when  the  same  shall 
fall  due,  or  shall  exhibit  the  said  bonds,  cancelled,  to  the 
said  party  of  the  second  part,  or  his  successor  in  the  said 
trust,  then  the  estate,  title  and  interest  of  the  party  of  the 
second  part,  and  his  successors  in  the  trust,  shall  cease,  de- 
termine and  become  void,  but  otherwise  they  shall  remain  in 
full  force  and  virtue. 

And  the  said  parties  of  the  first  part  hereby  further  cove- 


nant  and  agree  to  and  with  the  said  party  of  the  second  part, 
and  his  successors,  that  a  book  shall,  at  all  times  hereafter, 
be  kept  by  the  parties  of  the  first  part  and  their  successors, 
at  their  office  or  agency  in  the  City  of  New- York,  which 
shall  be  designated  as  the  Voting  Register  of  the  Second 
Mortgage  Bondholders,  and  shall  be  distinct  from  the  Trans- 
fer Register  of  the  bonds  ;  that  any  holder  of  any  of  the  said 
bonds  shall  be  entitled  to  have  his  name  and  address,  and 
the  denomination  of  every  of  the  said  bonds  held  by  him, 
entered  in  such  registry  on  presenting,  at  the  aforesaid  office 
or  agency,  a  written  statement  of  the  said  particulars,  signed 
by  himself;  and  if  required,  duly  verifying  his  title  thereto 
by  producing  the  bonds,  or  in  such  other  mode  as  may  be 
prescribed  by  the  regulations  for  such  verification  ;  that  the 
parties  of  the  first  part  may,  in  the  first  instance,  prescribe 
the  said  regulations,  subject  to  the  power  hereby  declared  of 
the  said  bondholders,  acting  by  a  majority  in  interest,  to  adopt, 
alter  or  repeal,  from  time  to  time,  the  said  regulations,  and 
generally  to  establish  such  as  seem  to  them  expedient;  that 
such  registration  shall  authenticate  the  right  of  the  holder  of 
every  bond  so  registered  to  vote  on  the  said  bond,  as  pro- 
vided therein,  at  every  general  and  special  meeting  of  the 
stockholders  of  the  said  parties  of  the  first  part ;  and  shall 
also  entitle  the  said  holder  to  notice,  in  such  mode  and  form 
as  may  be  fixed  by  regulations  prescribed  or  established  as 
aforesaid,  of  all  meetings  of  the  second  mortgage  bondhold- 
ers ;  that  the  trustee  for  the  time  being  shall  at  all  times  have 
free  access  to  such  book  of  registry,  and  shall,  from  time  to 
time,  and  at  all  times,  on  his  request  in  writing,  be  furnished 
with  a  copy  thereof  by  the  parties  of  the  first  part ;  but, 
nevertheless,  shall  have  a  right  to  require,  at  his  option,  that 
any  act  or  resolution  of  the  said  bondholders  aftecting  his 
duties  or  the  interest  of  the  trust  hereby  created,  shall  be 
authenticated  by  the  signatures  of  all  the  persons  assenting 
thereto,  as  well  as  by  a  minute  of  the  proceedings  of  the 
meeting ;  that  meetings  of  the  second  mortgage  bondholders 
may  be  called  by  the  trustee  for  the  time  being,  or  in  such 
other  mode  as  may  be  fixed  by  regulations  prescribed  or 
established  as  aforesaid,  and  the  bondholders  may  vote  there- 
at in  person  or  by  proxy ;  and  that  such  other  regulations  or 
by-laws,  in  respect  to  such  meetings,  may  be  from  time  to 
time  made  and  established  by  the  said  bondholders,  acting  by  a 
majority  in  interest,  as  to  them  shall  seem  expedient. 

And  the  parties  of  the  first  part  hereby  covenant  to,  and 
with  the  party  of  the  second  part  and  his  several  successors 


76 

in  the  trust  hereby  created,  and  his  and  their  respective 
assigns,  that  the  parties  of  the  first  part,  and  their  successors 
and  assigns,  shall  and  will,  from  time  to  time,  and  at  all 
times  hereafter,  execute,  deliver  and  acknowledge  all  and 
every  such  further  deeds,  conveyances  and  assurances  in  the 
law  for  the  better  assuring  unto  the  party  of  the  second 
part,  and  his  several  successors  in  the  trust  hereby  created, 
and  his  and  their  respective  heirs  and  assigns,  of  the  premi- 
ses in  manner  as  above  conveyed  or  expressed,  or  intended 
to  be  conveyed,  as  well  in  reference  to  property  or  things  at 
any  time  or  times  hereafter  acquired,  as  to  such  as  are  now 
owned  or  possessed  by  the  parties  of  the  first  part,  or  for  the 
better  effectuating  of  the  intent  and  objects  of  these  presents, 
as  by  the  said  party  of  the  second  part,  or  his  several  succes- 
sors in  the  trust  hereby  created,  or  his  or  their  respective 
assigns,  or  his  or  their  counsel  learned  in  the  law,  shall  be 
reasonably  advised,  devised  or  required :  And  that  the  above 
described  premises,  and  every  part  thereof,  in  the  quiet  and 
peaceable  possession  of  the  said  party  of  the  second  part,  and 
his  several  successors  in  the  trust  hereby  created,  and  his  and 
their  respective  heirs  and  assigns,  against  all  and  every  per- 
son or  persons  lawfully  claiming,  or  to  claim  the  whole  or 
any  part  thereof,  the  said  parties  of  the  first  part  shall  and 
will  warrant  and  forever  defend. 

It  is  mutually  agreed,  by  and  between  the  parties  hereto, 
that  in  case  of  default  as  aforesaid  it  shall  be  the  duty  of  the 
trustee  for  the  time  being  to  exercise  the  power  of  entry,  or 
the  power  of  sale  hereby  granted,  or  both,  upon  the  requi- 
sition in  writing  of  the  holders  of  a  majority  in  amount  of 
the  bonds  secured  by  these  presents ;  but  holders  of  a  majority 
in  amount  of  such  bonds  at  a  meeting  of  the  bondholders, 
duly  held,  or  by  an  instrument  in  writing,  signed  by  them, 
may  instruct  the  said  trustee  to  defer  or  omit  the  exercise  of 
the  said  powers,  or  of  either  of  them  ;  and  it  is  further  agreed, 
as  aforesaid,  that  the  determination  of  the  question,  whether 
or  not  the  aforesaid  default  shall  have  arisen  by  reason  of  the 
omission  or  neglect  to  apply  the  net  earnings  of  the  said 
railway,  after  paying  the  expenses  and  making  the  payments 
or  prior  lien  hereinbefore  fully  specified  and  defined,  to  the 
payment  of  interest  or  principal  of  the  bonds  secured  by  these 
presents,  shall  be  made  in  the  following  manner  : 

If  the  trustee  under  these  presents,  shall  be  of  opinion  that 
the  default  has  arisen  by  reason  of  neglect  or  omission  as 
aforesaid,  or  if  he  be  requested  in  writing  by  holders  of  a 
majority  in  amount  of  the  said  bonds,  he  shall  appoint  one 


77 

disinterested  person,  and  the  trustee  under  the  first  mortgage 
shall,  within  thirty  days,  after  notice  from  the  trustee  under 
these  presents,  appoint  another  disinterested  person,  and  the 
persons  so  first  appointed  shall  select  and  appoint  an  umpire, 
and  the  three  persons  so  appointed  shall  meet  and  hear,  in  a 
summary  manner,  the  evidence  upon  the  said  question,  until 
they,  or  a  majority  of  them,  are  satisfied ;  and  shall  decide 
the  said  question  and  also  the  amount  of  money  so  misapplied ; 
and  the  decision  of  the  said  persons,  or  of  a  majority  of  them, 
in  writing,  and  acknowledged  or  proved  in  the  manner  requi- 
site to  entitle  a  conveyance  to  be  recorded  by  the  laws  of  the 
States  of  Illinois  and  Wisconsin,  shall  be  a  final  and  conclusive 
determination  of  the  said  question  ;  and  if  the  trustee  of  the 
said  first  mortgage  shall  omit,  for  sixty  days  after  such  noti- 
fication, to  appoint  such  person,  the  trustee  under  these  pre- 
sents may  make  such  appointment.  Provided,  nevertheless, 
and  it  is  further  agreed  that,  if,  within  six  months  after  such 
determination,  the  parties  of  the  first  part  or  their  successors 
shall  pay  to  the  trustee  under  these  presents,  the  amount  of 
moneys  which  shall,  according  to  such  determination,  be  so 
misapplied,  the  said  trustee  shall  not  exercise  the  powers  of 
entry  or  sale  hereby  granted,  or  either  of  them. 

And  it  is  mutually  agreed  by  and  between  the  parties 
hereto,  as  a  condition  on  which  the  party  of  the  second  part 
has  assented  to  these  presents,  that  until  a  default  and  requi- 
sition, as  hereinbefore  defined  and  provided,  the  trustee  for 
the  time  being  shall  not  be  required  to  perform  any  active 
duty  ;  that  the  said  trustee  may  at  all  times  and  in  all  cases 
act  in  the  said  trust  by  one  or  more  of  such  attorneys, 
agents  and  servants  as  he  may  from  time  to  time  appoint  or 
constitute,  as  validly  and  effectually  in  all  respects  as  if  acting 
personally  ;  that  the  said  trustee  shall  not  be,  in  any  manner, 
responsible  for  any  default  or  misconduct  of  any  such  attor- 
ney, agent  or  servant  whom  he  may  at  any  time  so  appoint 
or  constitute,  or  for  any  thing  other  than  his  own  wilful  de- 
fault or  misconduct ;  that  the  said  trustee  shall  be  entitled  to 
just  compensation  for  all  services  which  he  may  hereafter  ren- 
der in  his  trust ;  that  a  resolution  adopted  by  a  majority  in  in- 
terest of  the  said  bondholders  requesting,  approving  or  ratify- 
ing any  act  or  omission  on  the  part  of  the  said  trustee  shall  be 
full  and  conclusive  justification  of  him  as  against  each  and  all 
of  the  holders  of  the  bonds,  and  shall  acquit  and  discharge  him 
from  all  accountability  to  such  holders  for  and  in  respect  to 
such  act  or  omission ;  but  this  provision  shall  not  be  construed 
to  authorize  any  deviation  from  the  rule  established  by  these 


78 

presents  for  the  distribution  of  net  earnings  or  proceeds  of  the 
said  railway  and  property  among  the  bondholders ;  that  the  said 
trustee  my  resign  and  discharge  himself  of  the  trust  created 
by  these  presents  by  notice  in  writing  to  the  parties  of  the  first 
part,  or  their  successors  or  assigns,  and  also  to  the  immediate 
successor  of  the  said  trustee,  if  such  successor  shall  have  been 
designated  herein,  or  in  conformity  to  the  provisions  herein 
contained  ;  that  the  said  trustee  may  be  removed  by  the  vote 
of  a  majority  in  interest  of  the  holders  of  the  aforesaid  bonds  ; 
the  said  votes  being  had  at  meetings  duly  held  of  the  said 
bondholders,  and  attested  by  an  instrument  under  the  hands 
and  seals  of  the  persons  so  voting,  and  acknowledged  in 
the  manner  required  in  the  States  of  Wisconsin  and  Illinois 
in.  order  to  entitle  a  conveyance  to  be  recorded ;  that  in 
case  the  party  of  the  second  part  shall  die,  resign  or  be  re- 
moved, his  immediate  successor  shall  be  Ossian  D.  Ashley, 
of  the  city  of  New-York,  and  in  case  the  said  Ossian 
D.  Ashley  shall  die,  resign  or  be  removed,  or  shall  dis- 
claim or  decline  to  act,  the  second  successor  of  the  said  trus- 
tee shall  be  Andrew  H.  Green,  of  the  said  city ;  that 
the  trustee  for  the  time  being  shall  have  power,  with  the 
consent  of  the  holders  of  a  majority  in  amount  of  the  said 
bonds,  to  remove  any  immediate  or  other  successor  who  may 
have  been  designated,  and  shall  have  power,  with  the  like 
consent,  to  appoint  an  immediate  or  a  second  successor,  in 
case  either  shall  have  died,  resigned,  or  been  removed,  or 
shall  have  disclaimed  or  declined  or  become  incapable  or  un- 
fit to  act ;  and  shall  have  power,  with  the  consent  of  holders 
of  a  majority  in  amount  of  the  said  bonds,  to  appoint,  not 
exceeding  two  new  trustees,  to  be  associated  with  himself  in 
the  trust ;  that  in  case  at  any  time  hereafter  any  trustee  shall 
die,  or  resign,  or  be  removed,  as  herein  provided,  or  by  a  court 
of  competent  jurisdiction,  or  in  case  any  trustee  shall  become 
incapable  or  unfit  to  act  in  the  said  trust,  and  no  successor 
shall  have  been  provided  in  conformity  hereto,  a  new  trus- 
tee or  new  trustees,  not  exceeding  three  in  number,  may  be 
appointed  by  the  holders  of  a  majority  in  amount  of  the  said 
bonds  ;  that  the  word  trustee,  as  used  in  these  presents,  shall 
be  construed  to  mean  the  trustee  who  may  be  at  the  time 
acting,  or,  if  the  number  be  increased,  the  trustees  who  may 
be  at  the  time  acting ;  that  upon  the  accession  or  appoint- 
ment of  any  new  trustee  or  trustees,  he  or  they  shall  become 
vested  with  all  the  powers  and  authorities  and  estates  grant- 
ed to  or  conferred  upon  the  trustee  or  the  party  of  the  second 
part  by  these  presents,  and  all  the  rights  and  interests  requi- 


79 

site  to  enable  the  person  or  persons  so  acceding  or  appointed 
to  execute  the  purposes  of  this  trust,  without  any  further  as- 
surance or  conveyance ;  but  all  conveyances  and  other  in- 
struments shall  be  from,  time  to  time  executed  by  the  said 
trustee,  and  by  the  parties  of  the  first  part,  which  the  coun- 
sel of  the  said,  trustee  shall  reasonably  devise  or  advise  for 
the  purpose  of  assuring  the  legal  estate  in  the  premises  to  the 
trustee  or  trustees,  who  shall  for  the  time  being  be  designated 
as  successors  in  the  said  trust,  or  appointed  as  trustee  or  trus- 
tees ;  and  upon  the  death,  resignation  or  removal  of  any 
trustee,  or  an  appointment  in  his  place  in  pursuance  of 
these  presents,  all  his  powers  and  authorities  by  virtue 
hereof  shall  cease  ;  and  if,  and  as  soon  as  effectual  provision 
shall  have  been  made,  for  vesting  the  legal  estate  in  the  said 
premises  in  his  successor  or  successors,  all  the  estate,  right, 
title  and  interest  of  the  said  trustee  so  dying,  resigning  or 
being  removed,  in  the  said  premises,  shall  be  divested  and 
wholly  cease  and  determine. 

And  it  is  hereby  agreed  between  the  parties  to  this  in- 
denture, that  in  the  mean  time,  and  until  default  shall  be 
made  in  the  payment  of  the  interest  or  principal  of  the  said 
bonds,  or  of  some  of  them,  or  some  part  thereof,  it  shall  be 
lawful  for  the  said  parties  of  the  first  part,  and  their  successors, 
peaceably  and  quietly  to  have,  hold,  use,  possess  and  enjoy  the 
said  premises,  with  the  appurtenances,  and  to  receive  the  in- 
comes, tolls,  rents,  issues  and  profits  thereof,  to  their  own  use 
and  benefit,  without  any  hindrance  or  interruption,  suit  or 
disturbance  whatsoever,  of  or  by  the  said  party  of  the  second 
part,  or  his  successors  in  the  trust,  or  any  other  person  what- 
ever lawfully  claiming  or  to  claim  the  same,  by,  from  or  under 
him  or  them  or  any  of  them. 

In  testimony  whereof,  the  said  parties  of  the  first  part  have 
caused  their  corporate  seal  to  be  affixed  to  these  presents,  and 
the  same  to  be  attested  by  the  signatures  of  their  President 
and  Secretary,  and  the  said  party  of  the  second  part  has 
hereunto  set  his  hand  and  seal,  to  testify  his  acceptance  of 
the  said  trust,  the  day  and  year  first  above  written. 
r  1  W.  B.  OGDEN,  President. 

LL'  S'J  JAMES  E.  YOUNG,  Secretary. 

E.  W.  HUTCHINGS,  Trustee.      [L.  s.] 

Signed,  sealed  and  delivered  in  the  ) 
presence  of  j 

H.  H.  BOODT, 
EDWIN  F.  COBEY,  JTTE. 


80 

UNITED  STATES  OF  AMERICA, 

STATE  OF  NEW- YORK,  CITYAND  COUNTY  OF  NEW-YORK, 


38. 


Be  it  known,  that  on  the  eighth  day  of  October,  in 
the  year  one  thousand  eight  hundred  and  fifty-nine,  before 
me,  the  undersigned,  Edwin  F.  Corey,  Junior,  resident  in  the 
City  of  New- York,  and  a  commissioner,  duly  commissioned 
and  qualified  by  the  executive  authority  and  under  the  laws 
of  the  State  of  Wisconsin,  to  take  acknowledgment  of  deeds, 
&c.,  to  be  used  or  recorded  therein,  and  a  public  notary  in 
and  for  the  State  of  New- York,  by  Letters  Patent  under  the 
Great  Seal  of  State,  duly  commissioned  and  sworn,  personally 
appeared  WILLIAM  B.  OGDEN,  JAMES  R.  YOUNG  and  EDWAED 
W.  HUTCHINGS,  to  me  personally  known  to  be  the  real  persons 
described  in,  and  who  executed  the  foregoing  instrument. 
And  the  said  WILLIAM  B.  OGDEN,  being  by  me  duly  sworn, 
said,  that  he  resides  in  the  City  of  Chicago  and  State  of  Illinois, 
and  that  he  is  the  President  of  the  Chicago  and  North  West- 
ern Railway  Company  ;  that  the  seal  affixed  to  the  foregoing 
instrument  is  the  common,  and  corporate  seal  of  said  compa- 
ny, and  was  affixed  thereto  by  their  authority ;  and  that  he, 
as  President,  and  JAMES  R.  YOUNG  as  Secretary,  subscribed 
their  names  thereto,  by  the  like  authority ;  and  that  said 
JAMES  R.  YOUNG  is  the  Secretary  of  the  said  company.  And 
said  JAMES  R.  YOUNG  acknowledged  that  he  executed  said 
instrument  on  behalf  of,  and  as  the  act  and  deed  of  the  said 
railway  company,  for  the  uses  and  purposes  therein  men- 
tioned. 

And  the  said  EDWARD  W.  HUTCHINGS  personally  acknowl- 
edged that  he  executed  the  said  instrument  freely,  and  for 
the  purpose  therein  stated.  And  I  hereby  certify  that  the 
said  instrument  is  executed  and  acknowledged  according  to 
the  laws  of  the  State  of  New- York. 

In  testimony  whereof,  I  have  hereunto  set  my  hand  and 
affixed  my  seals  of  office,  as  such  NOTARY  and  COMMISSIONER, 
at  my  office,  in  the  City  of  New- York,  the  day  and  year  first 
above  written. 

[L.  s.]        [L.  s.]        EDWIN  F.  COREY,  JUR. 


